


War Machines

by AirForceMuffin



Category: RWBY
Genre: Alternate Universe - Role Reversal, Atlas Ruby and Beacon Penny are both forces of nature and Remnant is not ready for them, F/F, Found Family, Slow Burn, but here they come, but the good news is that penny is here to distribute maximum hugs, everyone in this story could use a hug honestly, sort of a switched at birth au
Language: English
Status: In-Progress
Published: 2020-08-14
Updated: 2020-11-13
Packaged: 2021-03-05 23:34:16
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 38,192
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25903654
Author URL: https://archiveofourown.org/users/AirForceMuffin/pseuds/AirForceMuffin
Summary: When you’re supposed to be a weapon, it’s hard to find peace.In Atlas, a lost silver-eyed girl grows up under a cloak of secrecy, training to be a perfect warrior and believing that it is her destiny to save the world. For her, anything less will be failure.In Vale, a forgotten girl made of metal and circuits rather than flesh and bone wakes up in the halls of Beacon with no memory. As she learns to be a huntress, she watches the stars every night and wonders what she was built for.Neither Ruby nor Penny know what secrets they hold. Until they cross paths during the Vytal Festival. And then nothing is ever the same for them ever again as their world begins to collapse and they realize just how much they mean to one another.“Don’t worry, Penny. This is what I was born to do.”A Nuts & Dolts Role Reversal AU.
Relationships: Penny Polendina/Ruby Rose
Comments: 203
Kudos: 229





	1. Silver

**Author's Note:**

> Hello, everyone. This is a fic that I've been wanting to write since 2017, but after Volume 7, the return of Penny, and getting Penny's canon backstory, I've finally started it. I'm really excited to see what's ahead. I hope you enjoy this! I'd like to give a massive thank you to mylordshesacactus for not only being my beta reader on this, but also being a wonderful sounding board with brilliant ideas for the last three years as I muddled my way through various stages of planning this fic.
> 
> If you're curious about the length of this, that 47-chapter number that the story currently has will take it through the end of Volume 5. As for Volume 6 and beyond, we'll see about length when I get there!

**_Years and years past_ **

Solitas was inhospitable. If one chose to descend to the ground from the shining lights of Atlas and walk through Mantle’s border wall into the vast, desolate tundra, the cold would kill long before the Grimm. There was nothing in this landscape that invited habitation, which perhaps explained why the city of Atlas always looked as if it was about to get up and leave the continent entirely. 

It was a landscape that was perfect for hiding secrets. And it was a secret that James Ironwood was going to uncover, as he stood in a lone Manta flying low over the tundra towards a craggy mountain range. The ground below, an unblemished sheet of white glimmering in the late afternoon sun, offered no distraction from the task ahead. He was not looking forward to this. At all. 

At the base of the mountain just ahead sat a small gray slab of a building, completely unimpressive in its appearance. It could’ve easily been mistaken for a supply depot for an SDC mine, a guard’s barracks—anything, really. Anything except what it really was. The only clue to its peculiar aims was just how isolated it was. The nearest trace of civilization was miles away. The only way to approach this building was by air. 

And this building was no supply depot. This was the personal laboratory of the late Arthur Watts, and it was the source of the headache that had been practically splitting Ironwood’s skull for the last week.

The Manta’s touchdown was quick and muted, and the only thing that greeted him as the doors slid open was a blast of frigid air. It was a knifepoint that would’ve pierced its way through thinner clothes, and when it found his coat to be an impassable barrier, it settled for wrapping around his cheeks and attacking the exposed skin with a thousand invisible needles. 

A dense cloud of snow had been stirred up by the Manta’s thrusters, and for a moment as Ironwood stepped outside, everything was white. Then, as the snow began to settle, the outline of a short figure clad heavily in winter gear and seated in a mechnochair became apparent just a few meters away. The man raised his snow goggles, revealing friendly eyes, and waved with a gloved hand. 

“James. Pleasure to see you!” he said.

“Pietro.” Ironwood moved forward and extended a hand in greeting. “I wish this visit was under better circumstances. How are you?”

“As well as one in my position could be,” Pietro said, taking Ironwood’s hand and shaking it with a sad smile. “This has not been a fun week. Shall we go inside? I don’t believe either of us want to be out here a moment longer than we need to.” 

“Agreed,” Ironwood said, pulling his coat tighter around him.

“I’ll be very glad when this is all over,” Pietro said as they approached the entrance. “I cannot wait to resume work on the PENNY Project, and I don’t think I’ll ever understand why Arthur did what he did.” 

A keypad with an intimidating number of keys greeted them at the entrance, but he simply jabbed at a button without even bothering to look. The door slid open immediately. “However, it’s my job to pick up the pieces of what he left behind, and I _will_ see that task through.”

The first thing that Ironwood saw as he stepped into the former laboratory of Arthur Watts was a pile of very smashed-up electrical circuitry sitting in the entryway. Along with the burnt-out husk of an AK-130.

“Arthur left his security system armed,” Pietro explained, seeing Ironwood’s questioning look. “Very armed. We had a whale of a time dismantling it.” His mechnochair shimmied, shaking off the snow that it’d accumulated outside. “In fact, we’re still finding interesting little surprises in some nooks and crannies.”

“I wouldn’t expect anything less from him,” Ironwood remarked, taking in the rest of the room. Arthur Watts had left behind quite a lot to be dismantled, as everyone in the Atlesian government was quickly discovering. His criminal activities had only just started coming to light when, rather than face justice, he had simply climbed into a Paladin and set out into the tundra in the middle of the night at the height of a vicious blizzard. The Paladin had only been found yesterday, mostly buried in the snow and no trace of Watts anywhere. 

“Well,” he said after reflection, his gaze lingering on a magnificent painting of a Beowolf that looked suspiciously like the one that’d been reported stolen from the Marigold Manor a few months back. “There’s no getting around it. What exactly is the superweapon he’s kept under wraps here?”

A week ago, just as the investigation into Watts’s laboratory was beginning, Pietro had uncovered some sort of superweapon in Watts’s lab called “Project Argentum,” which wouldn’t have been cause for alarm—projects received codenames all the time—except that nobody else in Atlas, not even Pietro, seemed to have ever heard of this project. 

But Ironwood, so embroiled in the public relations nightmare that was the search for Watts, hadn’t been able to leave the search until the Paladin was _finally_ found and the Council _finally_ accepted that the tundra was far too enormous to ever give up Watts’s frozen body. So, rather belatedly, he was here to see what on Remnant had gotten Pietro so simultaneously excited and concerned. 

“Well—” Pietro paused. “Tell me, James, do you believe in any legends?”

Ironwood shot Pietro a sharp look. Once upon a time, someone else had asked him a very similar question.

“I would say perhaps as many as the average person,” he said, choosing his words carefully. Normally, these words would never leave his mouth—to admit, as the headmaster of Atlas Academy and the commander of the Atlesian Military, to believing in even a shred of superstition would be disastrous. But he sensed an eagerness to Pietro’s words betraying a genuine hope that Ironwood would say _yes._

“Excellent,” Pietro said. “There really is no good way to tell you what’s going on here, so I’ll just go ahead and show you—right this way.” He turned toward a side passage and motioned for him to follow.

“Again, my apologies that I couldn’t come sooner,” Ironwood said as the legs of Pietro’s chair whirred quietly ahead. “But the Council wouldn’t have let me off the search unless there was a direct threat to the security of the kingdom.”

“There’s no need to apologize!” Pietro replied, turning a corner. “And, to tell the truth, I may have sent that message a bit prematurely. I’ve learned a great deal more while I waited, and things make much more sense now. There is no threat to the Kingdom’s security—quite the opposite, in fact.”

Ironwood was still considering Pietro’s question. When Ozpin had asked him a question like that… the ensuing hours brought revelations of maidens and relics, Salem and secret schemes, plots unlike anything he’d ever involved himself in. Did Pietro know about any of this, or was it simply coincidence that his question had been so similar?

They came to a doorway guarded by two armed Atlas soldiers who saluted as they approached and pulled the door open for Pietro. And then a blast of cold air buffeted Ironwood’s face. Pietro had brought them outside again. 

They were in a smallish courtyard behind the building fenced in by high walls that somehow hadn’t been visible from the air. He blinked against the sudden, blinding glare from the sun that was directly in his eyes, briefly unable to make out anything in the courtyard. “Why was Watts keeping such an important project _outside?”_

“He wasn’t,” Pietro said. “It’s just that she wanted to go outside a little while ago, and, well, who were we to stop her?”

“She?” Ironwood repeated, a sudden wave of shock hitting him. “This is a person you’re talking about?” And now he was thinking of the maidens—not Fria, still safe in Atlas—so then who could this be?

“When I found out, I was just as surprised as you,” Pietro said sympathetically, pulling his snow goggles back on. “It’s hard to believe—ah, there she is now!” He pointed towards the back corner of the courtyard, where the ground rose up in a small hill.

Ironwood followed the path of his arm and, as his eyes adjusted to the bright light, saw a brown-haired woman in a long white coat standing atop the hill. She was turned partly away from them, and she seemed fixated on something further down the hill. 

She certainly looked young enough to be a maiden. A thousand questions rose in him all at once, and he steeled himself, moving forward. “I see. Shall we meet her?”

“Yes, let’s—” Pietro followed the path of Ironwood’s gaze. Abruptly, he laid a hand on his arm, pulling him back. “Oh, no, no—that’s the lieutenant. She’s been assigned to watch over—I’m sorry, I was talking about _her._ She’s just gone behind the hill—no, look, here she comes now.” 

He pointed again, this time further down and to the right where a large snowdrift had piled up against the wall. Something red and oddly small was moving around in it. Ironwood squinted, trying to make it out. Then, as they started towards the snowdrift, the object resolved itself into something discernible—a small girl rolling around in the snow in a fluffy red parka and a black winter hat. 

They were drawing near now, and Pietro cupped his hands around his mouth and called out, his voice gentle. “Ruby.”

At the sound, the girl looked up. As soon as she saw him, her eyes widened, and she clambered to her feet and stumbled through the snow towards them. She was holding something in one hand—a little stuffed Ursa, Ironwood noted.

“Polly!” she squealed, latching onto a leg of Pietro’s mechnochair and clutching it tightly.

“That’s what she’s started calling me,” Pietro whispered to Ironwood with a happy smile. “We’ve made fast friends. James, meet Ruby,” he said, raising his voice for the girl at the end. “Ruby, this is James. He’s a friend of mine.”

The girl looked up and gave Ironwood a brilliant smile. “Hello!”

“This is the project?” For a moment, Ironwood didn’t know how to react. “This is what Watts was so anxious to keep from us all?” he asked finally, staring down at the girl with no small disbelief. She couldn’t have come up to his knee at full height. “The superweapon is… a toddler?”

Suddenly, a ferocious scowl covered the girl’s face. “Not a project!” she snapped, stamping her feet and baring her teeth at Ironwood. “My name is Ruby!” With that, she crossed her arms and turned her back to him, staring resolutely away with her head held high. 

Ironwood drew back, feeling a sudden wave of embarrassment as he realized how demeaning that must’ve sounded to the girl.

“Yes, she’s a person, James, and I’ve discovered quite quickly that she doesn’t like to be called a project or an experiment or a weapon,” Pietro said, reaching down and patting her shoulder. “She has quite the spirit. I think she would like an apology now.”

“Er, yes, of course...” Ironwood bent down, reaching a hand out to Ruby. “Ruby, I—” he started to say, only to be cut off when Ruby whirled around, grabbed his outstretched hand, and chomped down on it with what had to be every ounce of force in her body.

Ironwood had been shot repeatedly by White Fang grunts, mauled by Grimm on multiple occasions in his career, and fallen off a motorcycle twice, but damned if a little girl biting him didn’t somehow hurt more than all of those things combined. And the girl wasn’t letting go.

“Pietro... please… help...” he said through gritted teeth. The girl seemed to listen to Pietro, and he didn’t trust himself to try to pull Ruby off because his first instinct was to fling her into the jetstream. 

“Ruby, please stop biting James,” Pietro said gently. 

Ruby obliged, removing Ironwood’s hand from her mouth. She gave Ironwood the most smug look he’d ever seen before scampering behind Pietro’s mechnochair and burying her face in a loose fold of his coat. 

“I’m sorry, I should’ve warned you,” Pietro said. “Ruby gets quite fierce when she perceives something as a threat. There’s been several soldiers that found this out the same way you just did.”

“Of course…” Ironwood nodded slowly, rubbing his aching hand. “She... has good instincts,” he said, before kneeling down. He brought himself near Ruby’s eye level, making sure to keep his appendages safely out of reach this time. “Ruby,” he said cautiously, infusing his voice with a respect he usually saved for his best students. “I’m sorry.”

Ruby didn’t budge. “Why?” she said sulkily, her voice muffled by Pietro’s coat.

“I’m sorry for calling you a project,” Ironwood said, and he meant it.

Ruby peeked out from behind the mechnochair ever so slightly, half of one eye and a tuft of dark black-red hair coming into view. Suspicion radiated from every inch of her face that Ironwood could see. “Person!” she said firmly. 

“You’re a person,” James repeated. “I’m sorry for saying that you weren’t one.”

And then, just like that, it was like Ironwood had never said anything in the first place. She jumped back into plain view, really looking at him for the first time, and a brilliant smile broke over her face. She gave him a cheery wave. “Hello! I’m Ruby! Nice to meet you!”

“It’s a pleasure to meet you, too.” Ironwood smiled back at her, trying to forget that she’d viciously attacked him not thirty seconds ago. He stood back up, staring at the angry red tooth marks on his hand. It was a miracle she hadn’t broken his Aura. 

“Are you all right, James?” Pietro asked. 

“I believe so…” Ironwood shook his head. “I believe I’ve found what makes her a superweapon.” 

Pietro let out a bark of laughter which dissolved into a cough. He patted his chest, catching his breath again. “Well, I’m sure that you must have a million questions now.”

Ironwood did, in fact, have many questions. But he had to ask perhaps the most sobering one first. “What did Watts…” He had seen many, many horrific things over his career, things that would make the strongest of men shrink away. But he couldn’t stop the smallest of chills from running down his spine as he asked this. “How did he… Does she seem to be in good health?”

“Yes, thankfully,” Pietro said immediately. “I’ve already given her an extensive medical examination. She’s in perfect health. But… from what I’ve gathered from Arthur’s files on her, he wanted to wait until later on to experiment on her. He didn’t want to start too early and risk _damaging_ her. That was the word he used.” Pietro shuddered. “Thank the gods that we found her when we did.”

“You found me!” Ruby said suddenly. Ironwood and Pietro both looked down, suddenly realizing that perhaps it wasn’t the best idea to be talking about this around her. Ruby, for her part, gave them another giant smile when she noticed them staring at her.

“Thankfully, her mental state seems to be perfectly sound as well,” Pietro said. “Of course, we’ll have to give her a thorough psychological examination, but there doesn’t seem to be anything unusual about her behavior. Somehow, she’s a happy, healthy…” He trailed off. “...Toddler,” he said finally. “I don’t know her exact age. Neither did Arthur, according to his notes.” 

A tugging at Ironwood’s knee caught his attention. He looked down and realized that Ruby was pulling on his pants leg, looking up at him expectantly. For a half-second, Ironwood thought the girl was going to tell him her age.

“Mister Ironwood?” she said, when she saw him looking.

“Yes?” he asked, wondering if she was going to bring out the teeth again. Somehow, he didn’t doubt that she could bite his prosthetic arm and make it hurt.

“What’s your job?” she asked.

“What?” Then, belatedly understanding her question, Ironwood answered. “Oh. I’m a general in the military.”

“A sol-jer?”

“Yes.”

“You protect people?”

Ironwood nodded slowly. “Yes, that is what my job is.”

“I’m going to help you,” she said, her tone utterly serious. She looked up into Ironwood’s eyes, her gaze boring into him. “I will save the world.”

The girl’s tone was so utterly serious that Ironwood nearly agreed with her on reflex, but then something else stopped him short. The girl’s irises were the color of pure silver.

Silver eyes. Ozpin had told him they were real, and now he was seeing them with his own eyes. Something he once would’ve dismissed as pure myth, he now took with utter seriousness. Silver-eyed warriors. Said to be the only thing the Grimm feared, and able to kill them with a single glance. And Arthur Watts had taken Ruby for a reason...

Another sensation upon his leg jerked him out of his thoughts, and he realized that Ruby, still waiting for a reply, had started poking him in the shin in the apparent hope that it would speed up his answer.

“Well, maybe you will save the world,” he said finally. “You certainly have the resolve for it.”

That answer seemed to please her, because she let out a giggle and spun away from him, falling over into the snow and flailing her arms around in what _might’ve_ been an attempt at a snow angel.

“Ruby,” Pietro said, catching her attention. “Have you been out here for long?”

Ruby shook her head emphatically, unwittingly turning her snow angel into something more like a snow abomination.

Pietro laughed. “Well, I think you should let Lieutenant Glass take you inside now. Wouldn’t it be nice to warm up? You don’t want to catch cold like me!”

Ruby squinted in thought, and then nodded and scrambled to her feet. “Okay!” 

She turned to James. “Bye, Mister James! Sorry I bit you!” With that, she darted off towards the lieutenant that’d been waiting on the hill, leaving Ironwood and Pietro alone again.

Pietro was watching him carefully. It seemed that his shock at Ruby’s eye color had not gone unnoticed. But before he even began to think about the ramifications of silver eyes, there was a more important question that he needed an answer for. 

“How did Watts find her?” he asked. Then, remembering what he’d discovered about the man in recent weeks, he felt compelled to add onto it. “Was she… kidnapped?”

“She was,” Pietro said darkly. 

The air seemed to grow chillier around them, and Ironwood wasn’t attributing it to the sun going behind a cloud just then.

“Arthur kept detailed records of _all_ of his illegal doings. It seems that he never dreamed that this place would be breached, and he was quite free with his secrets here. Including where the girl came from.”

“So he must’ve left some record—then surely we can find her family?” Mentally, Ironwood added ‘leaving Watts tied up and locked in a room with Ruby’s parents’ to the quickly-growing list of things he would’ve done to Watts if he’d had the guts to stay alive. “We need to return her to her family _immediately.”_

“That’s just the problem,” Pietro said sadly. “She doesn’t have a family.”

“What?” 

“She is most likely an orphan. By Arthur’s word, he discovered her by chance in the aftermath of the South Wall disaster. And considering that he made no effort to hide it in his archives that he stole away a child for the purposes of experimentation, I… don’t think he would leave out the information of which family she came from unless he genuinely didn’t know.”

Ironwood shook his head. He remembered the South Wall incident all too well. An unusually large nest of Centinels had somehow managed to tunnel far enough under Mantle to rupture a water main along the southern border, and the resulting flood had destabilized the soil enough to open a massive sinkhole that not only swallowed up several entire city blocks but also took a large portion of the South Wall along with it. The Grimm attack in the aftermath had taken _days_ to quell. 

“I’ve already gone through the records from that attack several times over, but…” Pietro sighed. “It’s not much help. Are you aware, James, that if you actually count out the list of all the names of the deceased _and_ missing citizens, the number is at _least_ five or six times _smaller_ than the estimated death toll? Which means—”

Ironwood grimaced. “Mantle’s record-keeping is horrible. Tell me something I don’t know.”

“That was low-income housing that fell into the sinkhole. Mostly families. Countless men, women, and children who were invisible in the eyes of the state. There is no way to identify most of those who died that day. It seems that Ruby is all that’s left from one of those hundreds of families, because…” Pietro sighed again. “I’ve gone through all the active missing child reports in Mantle and Atlas already. She doesn’t even come close to matching any of the descriptions. There isn’t a single silver-eyed child missing anywhere in the kingdom.”

A peal of laughter carried across the courtyard, and they turned to see Ruby being herded back into the building by Lieutenant Glass.

“And she couldn’t have come from another kingdom,” Ironwood said, finishing Pietro’s train of thought as they watched Ruby leave. “I’ve had my best specialists tracing every move Watts ever made, and he hasn’t left the Kingdom in five years. I would bet all of Atlas on the truth of that.” 

“I don’t even know Ruby’s last name,” Pietro said quietly. He took off his snow goggles and began rubbing his forehead as well as he could through his gloves. “Not that it would make much of a difference at this point, it seems.” 

Ironwood took the moment to check the sky again. The single cloud passing in front of the sun had turned into several now, and a gray line creeping across the horizon suggested foul weather ahead. 

“You may be wondering why Arthur would just… steal a child. Unfortunately, I know exactly why.”

“So do I,” Ironwood said, turning back to Pietro.

“Eh?” Pietro said, pausing with his goggles half over his eyes. “What do you mean?”

“I saw her eyes.”

“Ah. So then you know about the legend of the silver-eyed warriors!” He paused, apparently trying to gauge Ironwood’s reaction. Ironwood signaled him to continue with an attentive nod.

“James, what I’m about to suggest might sound incredibly far-fetched. But Arthur had great reason to believe this, and despite what he has done, I will always say that he was an extremely intelligent man who never dealt in wishful fantasies.”

“Go on,” Ironwood said.

“As I’ve gone through Arthur’s notes, it has become increasingly clear to me that he wholeheartedly believed the mythical power of silver-eyed warriors was, in fact, quite real. He actually says he found evidence that the power really does exist—although if he kept that evidence, I haven’t found it yet.”

“You sound like you’re trying to convince me of something, Pietro,” Ironwood said.

“I am. Many of the greatest scientific advancements of our time began as pure fantasy. I think… despite what Arthur did, it would behoove us to pick up the research that he started. We might be able to harness an unmatched power for the good of Remnant.” Pietro looked off in the direction of the door that Ruby had disappeared through. “She is a girl without a past. It falls upon us to give her a future.”

The storm clouds were slowly moving across the sky as Pietro spoke, casting a gray shadow over the courtyard and bringing a brisk wind with them. Ironwood pulled his collar closer to his neck and thought of what Ozpin had told him about Salem, and he made up his mind in an instant. “I agree.”

Pietro brightened. “Wonderful, James! I was so worried that I’d have to spend the rest of the day trying to convince you—I’m not sure even _I_ was convinced that quickly. What are the odds that the only other superstitious man in the Atlesian government would be _you?”_

“It’s not superstition if it’s true,” Ironwood said, plans beginning to unfold in his mind. “Let’s just say that I have my own reasons to believe in silver eyes.”

They were silent for a moment as a gust of wind ruffled their clothes and lifted sheets of powdery snow off the ground, blowing it across the courtyard. 

“I can’t understand how Watts ever managed it out here. It’s far too cold. Coffee?” Pietro said, producing a large green thermos and two cups from a compartment in his chair.

“Gladly.” As Ironwood accepted a steaming cup, his scroll buzzed. Giving an apologetic glance to Pietro, he removed it from his pocket, only to fight back an exasperated grunt as he saw the new message. The Council wanted an update about Watts. Again. 

“I’m sorry, but the Council is summoning me. I’ll have to be leaving soon.”

“Already?” Pietro gave him a mournful look. “There’s so much left to discuss. I haven’t even shown you what Arthur’s done with Hard-Light Dust in here.”

“Believe me, I’ll be back as soon as I can.”

Pietro raised his cup to Ironwood. “Well, surely you have a minute to join me in a toast?”

Ironwood tapped his cup against Pietro’s, “To the PENNY Project,” he said after a moment. 

Pietro gave him a smile. “To Ruby,” he said. 

They drank, and Ironwood was glad for the warmth. The day was only getting colder.

“I can’t even begin to imagine how I’ll find a family for her,” Pietro mused.

“Come again?” Ironwood lowered his cup and gave Pietro a questioning look. Suddenly, it was occurring to him that they might have very different ideas about how to best move forward with Ruby.

“Finding an adoptive family for her will be the first priority, of course,” Pietro said, not noticing the change in Ironwood’s demeanor as he spoke. “One where she can grow up safe and loved. And then, when she’s old enough, we could begin researching the power. With her consent, of course.” His voice took on a breathless edge. “Imagine what we might accomplish! Why, if silver eyes turn out to be Aura-linked, and if she would allow us, we might even try to bring them into the PENNY Project...”

“No,” Ironwood said, frowning in thought. “I’m sorry to be blunt, but you’re looking at this the wrong way. It would be far too dangerous to place Ruby with a defenseless family. Her safety is the paramount concern here.” 

“James, what are you suggesting?” Pietro said, a tinge of alarm creeping into his voice.

“Our best course is to take her into the protection of the Atlas Military and teach her how to defend herself, while beginning silver-eye research much earlier.”

Pietro put down his thermos. “Ruby needs a normal childhood,” he said. “Especially after what has already happened to her. She must have a choice in what she becomes!”

“She _will_ have a choice. When she is old enough to understand what powers she possesses and decide her future, she can do whatever she wishes. If she so desires, she may walk away entirely, find a family, leave the kingdom, take up a normal, anonymous life, and never set foot in Atlas again. But for now…” Ironwood stared down into the blurry reflection of himself in his coffee, bracing himself as he spoke the next words. “She doesn’t have a choice.” 

Pietro opened his mouth to reply, shock covering his features, but Ironwood held up a hand, staving off any further protest. He had known that those words would be controversial, but he could think of no clearer way to say it. 

“Even if Ruby wants nothing to do with her power, she will always have a target on her back simply because of those eyes. Which is why we must train her to at least protect herself. Don’t forget how we found her.” Ironwood gestured at the walls of Watts’s laboratory as a few snowflakes began to swirl through the air around them. 

“If someone like Watts—who we considered one of the finest minds in the Kingdom—believed in the power of the silver eyes to the point that he would steal a child off the streets, then I don’t doubt that there will be others like him. Others who will try to steal the power for themselves, who may be more desperate and less methodical than Watts, and who may resort to more violent methods. That is why she needs to be under our protection. I would genuinely fear for her safety otherwise.”

Pietro no longer looked so vehement, which gave Ironwood hope. He wished he could show him the true danger at play, tell him about Salem, about how Ozpin had told him that Salem seemed to regard silver-eyed warriors with a special hatred, sending only her best underlings to tirelessly hunt them down. But that was impossible.

But thankfully, Pietro seemed to be at least considering Ironwood’s side as he took a long, contemplative sip of his coffee—his expression, while still concerned, had lost most of its agitation. Finally, he spoke. 

“You... make an undeniable point about her safety. I will concede that Ruby would need protection and proper training in self-defense. But—” Pietro crossed his arms, and new resolve hardened his features. “I worry about the other half of your suggestion. Why should we do any research without her consent?”

“And as long it falls to us to protect her, we may as well seek to understand her powers better,” Ironwood said. “To understand how they work, how they may manifest, and… how to hide them from prying eyes. Until she’s ready to make the choice for herself.” 

“Hm.” Aside from the noncommittal noise, Pietro was silent as he rubbed his beard in contemplation.

“Consider that if her family was here, they would make the choice for her,” Ironwood continued. “But since her family is not here and her safety has become our responsibility, we must make that choice.”

“Ah, her family. And if we somehow found the family Ruby was stolen from?” Pietro said. “What would you do then?”

“Then I would return her to them immediately. I would try to have them understand the danger to Ruby just as I’ve done here with you. Then I would give them a choice. To accept the protection of the Kingdom for her, or not.” He paused. “But if her family wished to have nothing more to do with us, I would not object. You have my word on that.”

“Ah.” Pietro slumped down in his mechnochair and let out a heavy sigh, only to double over as it unexpectedly turned into a fit of violent coughing. 

“We should get inside,” Ironwood, glancing up at the sky. “We’ve been out here far too long.”

Pietro wheezed out an agreement and steered his mechnochair towards the door. Ironwood followed behind. When they were nearing the door, something occurred to him.

“Pietro,” Ironwood said, putting a hand on his shoulder. “I want to make myself clear,” he began as Pietro gave him a questioning look, “I do _not_ see Ruby as Watts saw her.” The expression on Pietro’s face told him that he was hitting upon something quite vital to their disagreement. “She is _not_ something to be molded into a weapon, and to think otherwise would be heartless. She was born with a gift that could save countless lives, and all I am suggesting is that it would be prudent of us to give her the tools to use her gift in case, when she is old enough, she decides to use that gift to protect others. But I _promise_ that I will never force her to be something she doesn’t want to be.”

Pietro stared at Ironwood for a long second, his cough finally fading away, and then he broke out in a grateful smile. “Thank you, James. It puts me at ease to hear such a promise. I won’t object to your plan if you make me one more.”

It took a moment for Ironwood to realize that Pietro was letting him have his way. “Name it.”

They were nearing the entrance now, and Pietro lifted his head to look Ironwood directly in the eye. “Don’t let Ruby lose sight of her humanity.”

Ironwood’s answer was immediate and genuine. “I will not. You have my promise.”

“Thank you, James,” Pietro murmured. “You have no idea how much that means to me.” He snapped off a salute to the guards as they opened the door for them. “Whatever she chooses to do someday, I have a feeling she’ll turn out to be truly sensational.”

**Notes for the Chapter:**

> You can follow me on tumblr at https://bionic-jedi.tumblr.com/ where I'll post updates to this story and also post about Nuts & Dolts and RWBY in general a whole lot!
> 
> Or you can follow me on twitter where I'll do the same! https://twitter.com/bionic_jedi


	2. In For A Penny

**_Present Day — Beacon Academy_ **

Penny was proud of how far she’d come in being able to recognize emotions. By now, she’d had enough practice with it that she could identify most emotions on any face within moments. Of course, there were still plenty of facial expressions that confused her—usually when the other person was feeling more than one emotion at once or trying to hide something. Or when sarcasm was involved. Sarcasm was the  _ worst _ to decipher. But for the most part, she never made mistakes like she’d used to. For example, right now she could tell that the white-haired girl lying on the ground in front of her was angry.

“You IDIOT! What do you think you’re DOING?” 

_ Very _ angry.

“I’m sorry!” Penny said, bending down to pick up the Dust vials that had scattered across the pavement during their collision. One of the vials of Ice Dust was leaking. That... wasn’t good. “It was an accident!”

“Well, maybe you should look where you’re going sometimes!” The girl got to her feet and tossed her long ponytail over her shoulder. “Honestly! What kind of student are you, walking around with your head in the clouds like that?”

Wait, what did that mean? They weren’t nearly high enough in the sky to be near any clouds— Penny turned to her databases for help. It was a phrase she’d never heard before.

_ ‘Head in the clouds’: a common Atlesian turn of phrase, an idiom that signifies that someone is not paying attention, i.e. their ‘head’ (their attention, their presence of mind) is figuratively somewhere far away from the present moment. _

Ah. In the space of a millisecond, she’d figured out what the girl meant, and armed with this knowledge, she prepared to apologize further. 

“I’m sorry for not paying attention! I was watching an airship flying over the school, and—” she paused to pick up a vial of Fire Dust by her foot. Oh dear, this one was also leaking. This situation was becoming quite dangerous. “Are you hurt?”

“No, and that’s no thanks to you!” the girl huffed. “You should learn to look where you’re going!”

The girl was still angry even after Penny had apologized repeatedly and tried to help fix the mess. Hmm. Irrational anger and emotional overreactions? Lots of exaggerated physical movement? Considering that this was their first day at Beacon Academy, could all these things mean that this girl was secretly nervous and trying to hide it under a veneer of anger? This was a perfect chance to sympathize with her!

“I’m sorry if I upset you. It’s perfectly all right if you’re nervous. It’s our first day, after all!”

The girl’s face turned a spectacular shade of red against her pale skin. “NERVOUS? ME?  _ NERVOUS?” _ she shrieked.

Or. Perhaps she was simply angry. 

“I’m sorry! I thought maybe you were nervous because I’m nervous…” Penny held out the vials of Dust. “These are yours.”

“Be careful with those!” She snatched them out of Penny’s arms and began placing them back into her suitcase. “You can’t pick these up so carelessly! Do you see this?” she asked, pausing to wave the leaking vial of Ice Dust at Penny. “This label means that this is Schnee Dust Company premium-grade Dust, and—”

She kept talking, but Penny had stopped paying attention to the words coming out of her mouth, as she’d just noticed that a set of extremely dangerous conditions was forming. That Ice Dust which the girl was so energetically waving around was starting to mix with the leaking Fire Dust from in the suitcase—

Penny shot her hand out and grabbed the other girl’s wrist, abruptly stopping her movements. She knew manhandling strangers was generally not how friends were made, but  _ drastic _ action was required.

“You should not make any more movements,” she said as the girl stared at her, shocked into silence. “This vial is leaking and mixing with the leakage of Fire Dust coming out of your suitcase, and if you make any sudden movements, a disastrous explosion could take place.”

The white-haired girl looked down at the vial she held, and for the first time, she noticed the growing clouds of blue and red.

“Oh,” she said, her voice not angry for the first time. There was a pause. Then, very slowly, she added, “Unhand me.”

Penny obliged, sensing the girl’s pulse decreasing to a point where she would be able to operate rationally, and watched her turn to her suitcase—moving  _ slowly _ now—and pull a tube of sealant from the side compartment. She applied the sealant first to the ice vial, and then the fire vial, before putting them inside her suitcase and  _ carefully _ shutting it. Then she got up, blinking at Penny. “Thank you. Perhaps you aren’t as… spacey as you first seemed.”

Now things were going swimmingly! (Penny  _ loved _ that word). Perhaps this girl could even be a friend now that their disagreement was over! “Sensational!” she said. “I’m so glad that we could put this accident behind us!”

She started to clap her hands together as a form of emphasis, but then, even as her servos began completing the action sent to them, she realized with dawning horror that she’d made a terrible mistake. But it was too late to stop herself.

_ Clap— _ **_BOOM._ **

A shower of ice crystals and sparks of flame washed over Penny. She waved aside the smoke, looking around anxiously. It wasn’t even close to being dangerous for her, but she was extremely worried about the girl. And then the smoke started to clear, and she immediately zeroed in on her prone form on the ground, a smear of soot on her cheek.

“I’m sorry! Are you hurt?” she asked for the second time in the space of four minutes, bending down to examine her. Her heartbeat seemed normal, but—

The girl looked up at her with an expression that—no, not angry, this could safely be upgraded to  _ furious. _

“You DUNCE!” she screamed, shoving her ponytail out of her face. 

Relief washed over Penny. “Oh good, you’re okay!” 

“You have the spatial awareness of a  _ ROCK!” _

Okay, that hurt a little, because Penny had  _ great _ spatial awareness. Better than this girl, she would venture to say! She had radar! How many people had that? Also, the insult didn’t sound logical, because rocks didn’t even  _ need _ spatial awareness. But never mind that, there were bigger concerns.

She held out a hand. “I am truly sorry. Would you like help getting up, Miss… Miss… I’m sorry, I don’t know your name?”

“You don’t _ know who I AM?!” _ the girl shrieked, her voice hitting octaves that were incredibly rare in humans. Penny wondered, was this girl a singer?

“No… I don’t,” she said apologetically. “You never told me your name.”

“Usually, she doesn’t need to,” a new voice said suddenly from beside them, stopping them both in their tracks. “This is Weiss Schnee, heiress to the Schnee Dust Company.”

They both turned to see the newcomer, and Penny was greeted with the sight of a black-haired girl. She was wearing a black bow with two black cat ears underneath—a Faunus. Outfit: Black buttoned vest, white undershirt, white shorts, black leggings, black boots. Height: Five feet six inches. Eye color: Amber. Heart rate: Normal. Current emotions: Unknown. Identity: Unknown. 

“Finally, some recognition!” Weiss said, full of satisfaction.

“A company infamous for its controversial labor practices, questionable business partners, and subpar working conditions,” the amber-eyed girl continued. 

Her expression was entirely neutral, and her tone just as much so. Penny couldn’t tell if this was meant to be said in anger, or in protest, or in smugness—but this girl was a Faunus, and the SDC’s discriminatory treatment of Faunus workers was a well-known fact, so maybe this girl was “sticking it to the man,” as she’d heard other people say? Either way, she sensed an opportunity to make another friend.

“Also known for their sweetheart deals with the Atlesian government!” Penny added enthusiastically. She’d read all about this when she was studying the history of Dust. “Their contracts with Atlas mean that they provide Dust to Atlesian Specialists at a much lower cost than to independent Huntsmen, which many would argue is clear bias!”

The amber-eyed girl shot Penny a look of surprise. Weiss simply turned a shade of red similar to the first time she’d started screaming. But it was two against one, and perhaps sensing how unwise it would be to escalate the situation, she refrained from another outburst. 

“Well—I never—the nerve of you two!” Weiss sniffed, simply turning away with a toss of her ponytail. She turned and walked away towards the main buildings, only slowing to pick up her suitcase, and that was that.

Penny watched Weiss disappear. At this point, it was highly unlikely that she would be anything close to a friend. Oh, well.

“Huh.” The other girl glanced at Penny. “I was worried she was going to walk all over you when I saw her screaming at you. But you handled that really well.” 

“Thank you!” Penny beamed. “But I was in no danger of being walked on.” She held out her hand and delivered another greeting. “Salutations! I’m Penny Pallas! Are you another incoming student?”

“Yep.” The girl shook the offered hand. Briefly, her eyes flicked to the bow that Penny had affixed to her hair. “Blake Belladonna. Is knocking people over and blowing up things a habit for you?”

Oh no. Blake had the tone that people  _ sometimes _ had when they used sarcasm, but also sometimes had when they  _ weren’t _ using sarcasm, which meant that Penny had no idea whether she was being serious or not. And to make it worse, her face was  _ very _ unreadable.

“Um… no?” she said tentatively. “I am very coordinated and nonexplosive.”

“That’s good,” Blake replied, her tone still incredibly neutral. 

They lapsed into silence. Blake reached into her pocket and pulled out a small book, which she started to read somewhere in the middle. Penny tugged nervously at the strings of her hoodie, casting about for a topic to keep the conversation going. She wanted to make friends, darn it! She snuck a glance at the title of Blake’s book. Hm. “The Man With Two Souls.” She briefly considered downloading the text of it from the internet to her brain. It was her least favorite way of reading a book because reading the entire thing all at once just wasn’t any fun, but it would give her a topic of conversation.

But then, before she could start searching online, a new voice broke into the silence.

“Uh, are you guys okay?”

She and Blake turned to look at the newcomer, a boy. Hair: Floppy blonde. Height: five feet eleven inches. Outfit: jeans, hoodie, sneakers, white-and-gold armor, a sword and shield at his belt. Eye color: blue. Heart rate: elevated. Emotion(s): extreme nervousness. Identity: unknown.

“I saw the explosion?” he said. “And then it looked like there was an argument…”

“We’re fine!” Penny gave him a wide smile (not too wide, hopefully). “Nobody was injured, thankfully!”

“Oh, good. Are you guys new students, too?”

“Yep!” Penny said, while Blake merely nodded. “I’m Penny! What’s your name?”

The boy paused, puffed out his chest, and then an oddly-shaped grin spread over his face. “The name’s Jaune Arc. Short, sweet, rolls off the tongue, ladies love it!”

Dead silence. Penny blinked. Was… was this some sort of method of introducing oneself that she’d never heard of before? Perhaps this boy was from a different continent and this was a custom for him?

“Do they really love it?” she asked. One-half of a second later, she regretted the question. Was she  _ supposed _ to love it? What if she wasn’t reacting the way he was expecting her to—

Jaune, for his part, was looking at her, his expression frozen in… surprise? Penny braced herself, expecting the worst, but nothing came. And then Blake spoke.

“Are you the guy who threw up on the airship?” Blake asked.

_ That _ got a response. Jaune’s face reddened. “Hey—hey—that could happen to anyone! It’s—”

“You threw up on the airship?” Penny asked anxiously, all her fears of being ostracized immediately forgotten and replaced by concern for a fellow student. “Are you ill? Do you need to go to the infirmary?” 

“Uh—no—” Jaune faltered. “I’m fine. It was just motion sickness. And being nervous. Could happen to anyone.”

“You’re absolutely right!” Penny frowned. “I saw the airship coming into Beacon, and I took great issue with its arrival vector. It came in right alongside the cliffs, which meant that it caught the worst of the updrafts, causing far too much turbulence for a comfortable air ride. That is  _ not _ how an introduction to Beacon should begin.”

“Thanks?” Jaune said. He turned to Blake. “I, uh… didn’t get your name, sorry?”

“Blake,” Blake said.

“Oh. Hi. Nice to meet you.”

Blake nodded and went back to her book. Jaune looked back at Penny with a slightly desperate expression. Penny, blinked, trying to understand what he meant, until—oh! He wanted to keep the conversation going!

“Don’t worry, Jaune, I’m nervous too!” she said. And she was. She wanted to make friends. She really did. At this point in her existence, she only had one person she would count as a  _ friend, _ and she wanted to increase that number. She could technically count Ozpin and the various members of Beacon’s faculty, but they were all  _ adults _ and she was supposed to be making friends with people her  _ age. _ One friend was just a gateway to two. And why stop at two when she could have four? Or eight? Or sixteen? Or thirty-two? Or—

Her attempt to compute how many powers of two she could reach before she exceeded the population of Remnant (and therefore exceeded the limit of possible friends) was cut short by Jaune saying, “Really? You don’t look nervous.”

“I’m just extremely good at hiding it behind a wall of relentless positivity!” she said.

“Huh. Well, you had me fooled,” Jaune said, scratching the back of his neck. “Nice to know I’m not the only one.”

“As am I,” Blake said, startling both of them. “You make a good point, Penny,” she continued. “I’m also quite good at hiding my emotions, nerves included, and it’s refreshing to hear that most everyone else has their own worries about coming here.”

Penny disliked hiding her emotions very much, because when other people did it, they usually expected her to  _ still _ understand what they were feeling despite HIDING that feeling, and she never could understand. So she tried not to do it to other people in case they also had trouble with that. But today, she’d decided that putting on a friendly face was more important than being upfront about emotions. Hopefully, she would stop being nervous soon and then she could stop having to do that.

“Well,” Blake said, checking her watch and pocketing her book, “I’m going to head to the auditorium. I don’t want to miss Ozpin’s speech.” She turned to Penny. “Penny, it was nice to meet you.” And with that, she turned and walked away.

“Bye, Blake!” Penny called to her receding form. “I hope to see you at a later time!”

Blake didn’t respond, but Penny didn’t mind. She felt like a potential friend and that was good enough for now.

“Which continent are you from?” she asked, immediately turning back to Jaune.

“Uh, Vale,” he said. “Are you... from somewhere else? I thought most students here are from Vale?”

“Oh, I’m also from Vale,” Penny said, fighting down the urge to hiccup as soon as she finished her sentence. She was  _ not _ going to admit to anyone on the first day that she didn’t know where she was from, because then they would start asking questions, and she wouldn’t know how to answer them while still protecting herself. “I’m sorry!” she added. “I was confused by your greeting, that’s all. I thought maybe it was a custom for introducing yourself from your place of origin.”

“No, I—” Jaune’s posture sagged. “No, no—it’s just an idea I had. I thought maybe if I tried to be confident, people would think I’m cool.”

“What if you just tell people that you’re cool?”

Jaune stared at her. “You think that would actually  _ work?” _

“It would be a much easier way to get your point across, and surely people would believe you. Why would you tell people you are cool if you are not cool?”

“I… don’t know.”

“So try it! Because I did not understand why your name would be ‘sweet.’ Words don’t have a taste. Do they?” Suddenly, alarm flooded Penny.  _ Did _ words have a taste? Was she just now learning something else that everyone around her knew? Had she been missing out on a fundamental part of the human experience?

The look Jaune gave her was an interesting one—she’d never seen  _ that _ before. One for the databases. “Well—” he said, faltering. “Well—” He threw his hands up. “Oh, never mind. I’m just going to tell people I’m Jaune Arc and leave it at that.”

“I think that is a wonderful idea...” Penny trailed off. If words had a taste, did that mean that some words were sour and some were sweet? Well, if that was true, then “swimmingly” absolutely had to be a word that tasted sweet. She very badly wanted to ask Jaune if words had a taste, but she was also afraid that would make her seem irredeemably weird. It would have to wait.

A silence had fallen between them while Penny was puzzling out the taste of words. She didn’t like silences. She liked talking, and silence meant that nobody was talking and that was _bad._ Because when people weren’t talking, they tended to communicate through funny glances and body language, and Penny did _not_ like funny glances and body language because she understood almost _none_ of them. At least with talking, people would say what they were thinking _sometimes._

Her eyes fell on the sword and shield he had at his hip. Aha! A conversation piece!

“What do your weapons do?” she blurted out.

Jaune blinked. “What?”

“The items of weaponry on your belt. I assume they are your Huntsman’s weapons?”

“Oh, yeah.” Jaune pulled them off his belt and held them out. “Just a sword and a shield. Nothing special. They’re family heirlooms. My great-great-grandfather used them in the Great War.” 

“Oh, cool! Do they do anything?”

“...No,” Jaune said after a moment. “Sorry. They’re not as cool as some of the other stuff I’ve seen people carrying around here.”

“No, it’s cool! I have a sword too!” Penny reached behind her and slid her own weapon off her back. At first glance, it appeared to be a longsword of common length with glowing green highlights, but there was  _ so _ much more than that within. She held it out to Jaune. “This is Luminous Electra!”

“Ooooh.” Jaune leaned in. “Do you have a shield, too?”

“Nope, but this isn’t just any old sword! Check this out!” Penny tapped a button on the handle. Luminous Electra clicked and whirred, and the blade widened and elongated simultaneously, extending to a much longer length—two feet taller than her, in fact—with a blade wider than her hand. 

“Whoa.” Jaune stared. “That’s… that’s a big sword.”

“It’s called a zweihander,” Penny said brightly. “They’re not very common, but they’re extremely cool!”

Luminous Electra was Penny’s pride and joy. When she’d announced what she wanted her weapon to be, Glynda had pulled her aside, looked her directly in the eye, and asked her if she knew exactly what she was getting herself into. But the blade felt perfect for her, and the strength of her body meant she could wield Luminous’s enormous zweihander form with ease, and what was the point of being an android girl if you weren’t going to take advantage of your incredible strength? And for close quarters, it  _ was _ collapsible, even if fighting with a sword that was only  _ reasonably _ large wasn’t as fun. 

“It has Dust chambers here. And here.” Penny tapped the two flat sides of the blade. “Which I can use either for ranged attacks on enemies or for turning the blade into a flaming weapon of complete and utter destruction. I can show you it!”

“No thanks, I’m good!” Jaune said quickly, waving his arms. “Sorry, but I already saw you blow up one thing. Can we at least wait until initiation’s over to get in any more trouble?”

“Oh. Okay.” Penny re-holstered Luminous Electra. Then she remembered the time. “Hey, speaking of initiation, let’s get to the auditorium! We don’t want to miss Ozpin’s speech!”

“Wha—you know where to go? I spent an  _ hour _ trying to figure it out this morning...” 

“Of course!” Penny grabbed Jaune’s forearm and started towards Beacon. “I know this entire campus like the side of my hand!” 

What she did  _ not _ say was that she knew Beacon’s campus so well because it was where she lived, and also because she’d downloaded maps of it into her memory.

“Isn’t it supposed to be the  _ back _ of your hand?” Jaune asked as she pulled him towards the center of campus.

**Notes for the Chapter:**

> My goodness, Penny's POV is so much fun to write. She's just so... exuberant.
> 
> Also, in regards to the structure: The first chapter was sort of a prologue. From this chapter onward, we're going to be mostly in the present-day time period (AKA Penny at Beacon) with a few flashbacks interspersed.
> 
> Next chapter's already written and will be dropping in four days. 
> 
> You can follow me on tumblr at https://bionic-jedi.tumblr.com/ where I'll post updates to this story and also post about Nuts & Dolts and RWBY in general a whole lot!
> 
> Or you can follow me on twitter where I'll do the same! https://twitter.com/bionic_jedi


	3. Take This Outside

“Wow. Big room,” Jaune said as they walked into the auditorium, merging with the crowd.

“The biggest room on campus,” Penny said. Of course, she’d been in here plenty of times before, and she knew it like the back of her hand. “It seats one thousand at full capacity!” She’d walked across this hall when it was empty many times. It was odd, being in Beacon as a student and not a resident for the first time.

Suddenly, a familiar voice rang across her auditory sensors.

“Hey! Penny! Over here!”

Penny zeroed in on the source immediately. Twenty feet away. Hair color: bright blonde. Eye color: lavender. Height: Five feet eight inches. Outfit: red scarf, tan jacket, yellow crop top, black shorts. Current emotions: Excited. Identity: Known.

Yang Xiao Long was waving eagerly to her, and Penny was only too happy to join the first friend she’d ever made.

“There’s my friend Yang! Come on!” she said to Jaune before zooming off. He could keep up, right?

“Yang!” she said happily as she closed in. “Salutations!” She wrapped her arms tightly around Yang. She didn’t get to do hugs much, so when she did, she made sure to do  _ maximum hugs. _

“Gufkfladjj,” Yang gasped.

“What, Yang?” Penny asked, still hugging her. That word didn’t seem to be part of any language she knew.

“Penny… can’t breathe,” Yang ground out.

“Oh! Sorry!” Penny immediately let go and stepped back. “Are you hurt?”

“Totally fine,” Yang said, rubbing her side. “Geez, though. Much longer and you probably would’ve drained my aura. I forgot for a second that you’re stronger than a full-grown Ursa.”

“Sorry,” Penny said sheepishly. She’d always wondered about the origin of that word. Why did sheep signify a sort of bashful embarrassment? She’d seen sheep, and they didn’t look very bashful or embarrassed. They just looked sleepy. “Are you excited to be here?”

“Totally,” Yang said. She shook her head. “Still can’t believe it. It really hit me hard on the airship over here. I’m on my way to becoming a huntress now.” She cocked her head. “Speaking of which. I looked for you on the airship, but I couldn’t find you.”

“Sorry. I got here early,” Penny said quickly. And it wasn’t even a lie. She had come to Beacon early. Just very early. Very, very early. Very, very, very—

“Didn’t know you could do that. How did you spend the morning?”

Yang’s words pulled Penny out of an infinite loop of ‘very,’ and she refocused on answering immediately. “Well, I met a girl named Weiss who wasn’t nice. And then I accidentally caused a Dust explosion. And then I met a person named Blake who  _ was  _ nice. And then I met a person named Jaune who was nice. And now I’m here!”

“Hang on, back up, back up,” Yang said, holding up a hand. “Meeting three people’s fine and dandy, but how did the explosion happen?”

“Well, there was the not-nice girl, and—”

“YOU!” 

Weiss was back! Maybe she was here to make amends? “Hello!” Penny said, spinning around to face her. “We were talking about you!” 

“You were—Oh, so I  _ ‘wasn’t nice,’ _ was I?” Weiss said. “Why should I have been nice after you  _ ran me over,  _ knocked over all my Dust, and then caused an  _ explosion?” _

“Oh my god,” Yang muttered. “You pissed off Weiss Schnee.”

“I’m sorry for all of that!” Penny said. “I told you, it was an accident!”

“Hmph. Accidents don’t excuse the outcomes,” Weiss said, crossing her arms. Then she noticed Yang, who was staring at Weiss in disbelief. “And I don’t know what you’ve got against me, so stop looking at me like that!”

“Well, have you considered that you’re being mean to my friend?” Yang shot back.

“Wait.” Weiss looked back and forth between Yang and Penny. “You two  _ know _ each other already? How?”

Yang shrugged. “Oh, we knew each other before Beacon—it’s a long story, so—Oh, hey, speaking of stories,” she said, looking at Penny with a grin that Penny had learned to identify as  _ devilish _ solely from interacting with Yang. “I’ve got a good one for you. On the airship ride over here, there was a girl challenging everyone to arm-wrestling matches and beating them, so I thought, what the hell, I can bench five hundred pounds, so I figured I could give this girl a run for her money. And then I sat down, and she up and flipped me over the dang table as soon as her friend said ‘go.’ It was incredible.” 

“Do you normally engage in such brutish activities for fun?” Weiss asked.

Yang shrugged. “Hey, it’s fun.” She poked Penny in the shoulder. “And I want you to go against her if we run into her again. You’re the only person I know who’s stronger than me.”

“That sounds fun!” Penny paused, thinking over what Yang had said, and then spoke up again. “Wait. What is arm wrestling?”

Yang goggled at her. “Hold on, you don’t know what…?” She shook her head, a small smile playing over her face. “Never mind. I’ll tell you later when I can give you a demonstration. Remind me.”

“I will!” Penny filed it away and was trying to puzzle out the definition herself (Wrestling? But with arms? But didn’t people already use their arms to wrestle? Or did it somehow imply that it was wrestling that specifically  _ prohibited _ the use of arms?) when Jaune caught up to them.

“Penny!” he said. “I got lost when you ran off… how do you run that  _ fast?” _

“SorryI I got excited when I saw my friend. Here!” She laid a hand on Yang’s arm. “Jaune, this is my friend Yang. Yang, this is my possibly-friend Jaune.”

She was  _ introducing friends to each other. _ This day couldn’t possibly get any better.

“I’m only your ‘possibly-friend?’ I don’t know whether to be honored or….” Jaune trailed off, looking back and forth between Penny and Yang in confusion. “Wait, do you two know each other already?”

“We do!” Penny said. “You’re the second person to ask that! We made friends before we came to Beacon. Would you like to hear how we met?”

“It’s a good story,” Yang added. “Not sure if we’ll have time to tell it, though…”

“Oh, we will!” Penny said. “There’s another fifteen minutes until Headmaster Ozpin is set to appear, and telling the story should only take...” She ran a quick calculation. “Twelve minutes.”

“I’m game!” Jaune said.

“Hmph!” Weiss said, flicking her hair, but she didn’t leave, which Penny saw as a tremendous improvement over her previous behavior.

“It started in this little Dust shop…”

* * *

**_1.5 months ago—City of Vale_ **

Penny hummed to herself as she browsed the shop rack in front of her. This was technically a Dust shop, but it was also partly a convenience store that seemed to have a little bit of everything. There was even a rack of comics in the back, for the graphically inclined. But that wasn’t what Penny was here for. She was going to begin official Huntress training in less than two months, and she’d decided yesterday that she needed a new look. 

It wasn’t that she needed one, really. She didn’t really ever need to get new clothes—a side effect of never growing or shrinking (not without a serious rebuild, at least)—unless she got her clothes ripped up in a fight with Grimm. That had only happened twice. So she didn’t  _ need _ to get a new outfit. She liked the blouse/dress/stockings combination that she’d had for most of her existence! But yet, with a new phase of her life looming at Beacon, she wanted a new look. That was how most people signaled change in their lives, right? Her old outfit was the boring old Penny, the one who’d woken up in Beacon with no idea of where she’d come from or what she was supposed to do, and the new outfit would be the shiny new Penny, the amazing and confident Penny Pallas who would make many friends and save the world from the darkest evils. 

Besides, she  _ really _ wanted a hoodie. 

So, what was a girl to do if she wanted to make a new outfit? Well, take the old dress, make it a little poofier—almost a combat skirt—add the incomparable form of attire known as the hoodie—and  _ accessorize. _

Which was what brought her here. She’d already found black light-up sneakers that lit up in _ neon green, _ and now she was here to get the final fashion accessory needed to complete her outfit. Temporary tattoos. This store had a surprisingly good selection.

She caught sight of herself in one of the mirrors between the freezers and the ceiling, and she smiled to herself.

“I’m  _ hip,” _ she whispered, hugging herself and reveling in how soft her hoodie felt. “I’m going to make so many friends at Beacon.”

But what to pick? They came in so many cool designs. And currently, she was torn between a roll of puppy tattoos and kitten tattoos. She stepped back from the shelf, lost in thought—and bumped lightly into someone. She turned around to see a girl with flowing blonde hair lowering her aviators to look at Penny.

“Sorry!” Penny said, silently chiding herself for not checking her radar—these aisles were too narrow for accidents  _ not _ to happen. “I didn’t see you there!”

“No problem,” the girl said, giving Penny a cheery smile as she fastened her sunglasses onto her bright-red scarf. “I should’ve been looking.” With that, she nodded and kept walking down the aisle towards a drinks cooler. 

Interaction over, Penny turned back to her decision-making. What would pair better with the smiley faces she’d already gotten—the puppies, or the kittens? They were both so cute… But she had a budget to stick to. She’d told herself she would get no more than four different types, and she’d already selected Dust crystals and assorted weapons in addition to smiley faces, so she would have to eliminate one of the two animals. But which one—

The door jingled at the front of the shop. She didn’t move at first, but then she heard the sound of a sizable group of footsteps moving into the shop. And then a voice. Sounding oddly annoyed.

“Do you have any idea how hard it is to find a Dust shop open this late?”

She raised her head. Who went out in a large group to buy Dust at eleven-thirty at night? While sounding as impolite as that?

Then she heard the shopkeeper’s voice, scared and so quiet that a human ear wouldn’t have heard it from behind these shelves—

“P-please! Just take my lien and leave!”

Penny put down the tattoos and began to slowly walk towards the front of the shop. She couldn’t fight down the wave of excitement that rushed over her. There was a robbery in progress, and she! Was! Going! To! Stop! It!

She got to the end of the shelf and stopped, pinging her radar. Around the corner, out of visual sight, were... eleven individuals all grouped around the counter. A tricky fight, then.

The first voice came back, shushing the panicked storeowner. “Calm down, we’re not here for your money... Grab the Dust.”

Suddenly, ten sets of feet began to move, and Penny knew it was time to act. She stepped out from behind the shelf.

“Salutations!” she said cheerfully, bringing the entire scene to a screeching halt. Ten men dressed in black with sunglasses and one man in white wearing a bowler hat stared at her while the aged shopkeeper cowered behind the counter. Several of the men in black held heavy-duty Dust canisters, and Penny had all the visual confirmation she needed. Still, best to check.

“Is this a robbery?” she asked.

Utter silence. Then the man in white spoke up.

“Well, what the hell do you think it is?” he snarled. Penny scrutinized him in the blink of an eye—Height: Six feet two inches. Hair color: Red. Eye color: Green. Current Emotion: Annoyed. Identity: Known. This was Roman Torchwick, known lawbreaker and danger to the public. Oh, this was going to be  _ fun. _

“So it is a robbery! Good!” Penny wouldn’t want to attack innocent civilians, but evildoers were fair game. The assembled hooligans continued to gawk at her. She was analyzing every corner of the store—distances she’d need to cover, the weapons the henchmen had in their hands, the Dust dispensers she’d have to take special care to avoid blowing up—

Torchwick rolled his eyes. “Well, it’s nice to know I have people who appreciate my work, but I’ve had enough of you. Somebody put this weirdo in a corner.”

One of the henchmen ambled towards her, pointing an oversized cleaver at her. “All right kid, put your hands up before I slice—” he started, and that was as far as he got before Penny stepped forward, catching his wrist in her grip, and squeezed  _ hard. _ Something cracked (likely the scaphoid bone), and he let out an agonized scream.

Penny took another step forward, seized his shoulder with her other hand, and tossed him sideways through the front window, sending him flying into the street in a shower of glass. He hit the pavement in a twisted, motionless heap.

She turned back to the main group and drew Luminous Electra from her back in one fluid motion. Its shorter sword mode would have to do for now while she was inside. The best course of action, she decided, was to take the fight out of the store before too much got broken.

Torchwick stared at Penny. His left eye twitched.

“Well?” he said, looking at the other nine henchmen. “The hell am I paying you for? Get her!”

Five of them rushed her at once, and Penny grinned. She had been waiting for this for  _ years. _ All of her processors flew into overdrive, and every angle and every possible move at her disposal flew through her mind. These criminals didn’t stand a  _ chance. _

The second henchman to challenge her (the first of the group of five) had a pistol—she saw his trigger finger depressing—and by the time he fired at her, she’d already brought Luminous Electra up to deflect the shot straight back into his knee. He fell to the ground in a cry of pain, clutching his knee.

Penny almost stopped short. Wait, these guys didn’t have any aura? That made it… harder. Because now she had to go easy on them. Or she would have a significant bodycount by the end of this fight.

On the downswing from deflecting the shot, she slammed the flat side of Luminous Electra straight into the side of henchman number three, and he went flying sideways, taking out henchman number four with him. The two of them went through the now-shattered window to join the first attacker in a groaning heap. 

Henchmen five and six backed off at the sight of three of their companions dispatched so easily. They looked at Penny, back at Torchwick and the three remaining villains, at each other, and then… didn’t do anything.

Penny tightened her grip on Luminous Electra. Wait, what? And then— _ there had been four henchmen with Torchwick—  _

There was a loud  _ thud _ behind her and then, almost simultaneously, a gunshot. A bullet flew past her head, missing only by a foot.

Penny glanced back to see the missing henchman sprawled facedown on the ground, clutching a still-smoking pistol. The blonde girl in aviators stood over him, her fists raised. And she had something odd attached to her wrists.

“Huh.” The girl nudged number seven with her foot. He didn’t respond. “Thought I was done fighting these guys tonight,” she muttered before looking up at Penny. “This guy snuck up behind you and—WATCH IT!” She fired the… thing on her wrist, sending a Dust round whistling past Penny, and Penny turned around just in time to block the downward swing of another goon that’d chosen that moment to rush at her. She parried the strike, throwing him off balance, and sent him flying backwards with a kick to his stomach.

As the rest of Torchwick’s men eyed them warily, Penny backed up next to her new ally—stepping over the unconscious body of the man who’d been about to shoot her in the head. She  _ really _ had to start remembering to switch from manual to automatic radar in a fight.

Her new fighting partner shook her arm, and whatever was on her elbow made a cocking sound. Definitely her weapon, then. 

“Need help?” the blonde girl asked. “The name’s Yang, by the way.”

Penny lifted Luminous Electra again. “Absolutely! But can we take this outside? There’s enough damage in here already.”

“You read my mind!”

Penny jumped through the broken window and took up a defensive position on the street. Yang followed suit, joining Penny’s side. She held her wrists like a boxer with whatever was attached to them—some sort of gauntlet?

“You’d think these guys would learn!” she said as the henchmen clambered through the window after them. “Just half of them left. Easy pickings!”

“Nice to meet you! I’m Penny!” Penny responded, leveling Luminous Electra at the charging henchmen. “Let’s do this!”

The five remaining goons charged out of the Dust shop with angry yells, waving their cleavers. It was embarrassingly bad tactics on their part. Penny almost felt bad for them as she spun Luminous Electra’s lower Dust barrel and fired a round of ice Dust point-blank into henchman number six’s stomach. He went flying backwards, a block of ice enveloping his midsection, and sailed out of sight into an alley. Moments later, a crash, a small animal’s screech, and an odd tinkling sound echoed through the street.

And as that was happening, Yang had laid henchman number seven out flat on the pavement and used an elbow to the face to send number eight stumbling towards Penny. Penny stepped aside and smashed the pommel of Luminous Electra into his head as he fell past. Instant unconsciousness.

For a half-second, the store was calm, Torchwick still leaning against the counter inside the store and watching with growing disbelief.

“Keep going!” Torchwick yelled at the last two men. “Maybe you’ll do better than the eight other guys?!”

“You get right, I get left?” Yang said as the last two goons came at them in the most reluctant charge in the history of Vale, their cleavers shaking noticeably in their hands.

Penny nodded. “Deal.”

It was short work. Penny took her mark, and it was one swing, two swings, parry, fist to the solar plexus, and ta-da! Number nine was down, and she turned just in time to see Yang dodge a swing from number nine and then come back with a devastating right hook that slammed him into the ground. 

All that was left was Torchwick. Penny turned back to the store, extending Luminous Electra into its zweihander mode as she did so. And Torchwick chose that moment to saunter out, surveying the field of defeated, groaning henchmen. 

He shook his head, tossing his cigar aside. “I don’t know what I expected,” he said. “Huntress wannabes always messing up my evenings.”

_ Littering! _ Penny chided silently. 

“Well, you two girls put on a nice show, I can’t deny that,” he continued, raising his cane before letting out a low chuckle. “But it’s time for the curtain to come down.”

Immediately, Penny saw it— _ his cane was a weapon! _ and she turned and threw her shoulder into Yang’s side, knocking them both sideways just as a glowing red dot rocketed through the spot they’d been standing in and exploded down the street.

“Are you okay?” Penny asked, picking herself up off the ground and scanning the street in vain. 

“Think so,” Yang replied, brushing herself off. Then her eyes moved to something up and behind Penny. “Torchwick’s getting away!” she hissed. 

Penny turned and saw Torchwick scrambling up the fire escape of a nearby building, heading for the roof. She frowned in thought. Why would he be going for a roof, the most exposed place to—

“Let’s get him!” she said, breaking into a run. “Someone’s going to pick him up off the roof!”

Sure enough, as they sprinted for the ladder, a bullhead came roaring in overhead. And as they got to the top, they were just in time to see Torchwick step onboard the bullhead hovering next to the roof. Penny didn’t hesitate, spinning Luminous Electra’s Dust chamber and launching a fire projectile at him. It bounced harmlessly off his Aura, but it did get his attention.

“You two are persistent, aren’t you?” Torchwick yelled over the whine of the engines, turning around as the ship began to pull away. “Better luck next time!”

Yang didn’t bother to answer as she began firing salvos at him with… whatever was on her wrists, Penny still wasn’t sure—but it was useless, as they simply bounced off the ship’s armored plating. They were left alone on the roof, listening to Torchwick’s laughter echoing in the air.

“Damn,” Yang said. Then, after a pause, she added, “Well. That was a thing.”

“What was a thing?” Penny asked. “I’m sorry for my confusion, but there are an infinite number of things that could be the thing that you’re referring to.”

“I mean....” Yang let out a little laugh and waved her arms around. “The whole thing. Stopping the robbery. Fighting Roman freaking Torchwick for a half-second.”

“Yes,” Penny said after thinking about it, “You are right. That was most certainly a thing. Many things.”

Yang grinned in agreement, and then glanced over at where the gray airship had disappeared over the horizon. “Man. I thought we had him for a second.”

“Hey, we came close!” Penny said. “After this, he’ll think twice about robbing a Dust store.”

Yang nodded in agreement. “Oh, hell yeah he will.” 

They stood there on the roof for a moment in silence, catching their breath and saying nothing else. And now, with the fight over, she and Yang really began to study each other. For once, Penny was glad to have silence, because it gave her a chance to analyze Yang before initiating further conversation. Those gauntlets on her wrists had shotguns built into them. Goodness, the amount of recoil that had to be involved…

Surprisingly, it wasn’t Penny who broke the silence.

“That,” Yang said, staring at Luminous Electra, “Is the biggest sword I’ve ever seen.”

“Thank you!” Penny shrank it down to its sword form and holstered it. “It’s a zweihander!”

“It’s a—?—Oh,  _ man,” _ Yang said, and an indecipherable expression came over her face that had at least some amusement. “I—” She trailed off into giggles.

“What is it?” Penny asked curiously.

“It’s… Zwei is the name of my dog,” Yang said, finally catching her breath. “Funny coincidence.”

Penny wasn’t sure why that was funny, but it had been enough to make someone else laugh, which was good enough for her.

Yang gathered herself and gave Penny a respectful look. “That’s an impressive blade. And you were swinging it around like it was nothing.”

“Thank you! Your gauntlets are cool, too! How do you shoot them?”

Yang shrugged. “They shoot when I punch. Gives my blows a lot of extra oomph in battle.”

“Coooooooool,” Penny said admiringly. 

“Did I introduce myself already? If I didn’t, the name’s Yang Xiao Long,” Yang said, holding out a hand.

“Oh, you did, don’t worry!” Penny said, shaking her hand. “I’m Penny Pallas.”

“Neat. So… what do we do now?”

“What you’ll do now,” a new voice said from behind them, “Is come with me.”

Yang said  _ “fuck,” _ and Penny gulped, because she knew that voice. She and Yang both turned around to see Glynda Goodwitch standing there, looking none too pleased with either of them.

* * *

At least in this police interrogation room, they were nice enough to give Penny and Yang cups of water while they made them wait an inordinately long time.

Penny clasped the cup in her hands, savoring the feeling of the cool drops of condensation on her palms. Her skin’s sensors had been originally designed so that they couldn’t feel any temperatures outside of the “freeze to death/burn to death” variety, but she’d long since customized these sensors herself to detect smaller variations in temperature. That may not have been the most logical thing to do, but who cared about logic when she could feel these tiny, wonderfully cool drops of water sliding around on her hand?

“So, I have to ask,” Yang said, leaning back and folding her hands behind her head, looking as comfortable as one could look in an interrogation room. “Why were you walking around Vale with a fuckoff-huge weapon on your back in the first place?”

“Well… I take it into the city every time I go. Just in case.” Penny had no idea what connotation ‘fuckoff-huge’ carried, but she could reasonably estimate that Yang intended it as a compliment. “Because I’m an incoming first-year at Beacon Academy, and it’s never too early to start protecting humanity!”

Yang sat up and stared at her. “Wait, you’re going to Beacon?” 

“I sure am!”

“So am I!” Yang grinned at her. “Wow. I can’t believe I just fought crime with a future classmate. Although…” Yang tilted her head. “Mmmaybe I should’ve figured that out when you recognized Professor Goodwitch.”

“Oh, you know her too?” 

“I had an interview with her when I was applying.” 

“Oh!” Penny sat up straight, suddenly very cognizant of nearly letting too much slip. “I also had an interview with her. And I definitely did not know her in any capacity before that.” Her application process had been very unconventional. She knew that most people weren’t simply told to go out and clear out Grimm from the red sap groves in Forever Fall after a two-hour interview from Ozpin and Glynda. 

“I can’t wait to see you at Beacon!” she said. “I’m looking forward to saving humanity with you!”

“Wow, ambitious much?” Yang let out a small laugh. “Yeah, I’m looking forward to it too.”

Penny was starting to think something. Could Yang… be a friend? They had certainly gotten off to a good start, and maybe… just maybe… 

“Perhaps... we could be friends at Beacon?” she asked, vibrating with anticipation as she asked the question.

Yang, who had been in the process of draining her cup of water, blinked and put it down very quickly. “Uh—Oh, what the heck. You’re cool, Penny, and I’ll have to get used to seeing you for the next four years, so that’s a yes.”

Penny ran through Yang’s reply and realized, to her utter shock, that Yang was _accepting her offer of friendship._ And Yang had called her _cool._ _COOL!_ There was no way this was happening. Was she dreaming? This had to be a dream. Even though she knew perfectly well it wasn’t a dream, because in dreams words didn’t make sense and all the words were making sense right now. It _had_ to be a dream. This was too good to be true. Right? She checked her radar. Radar didn’t work in dreams. And her radar told her that yes, there was definitely a girl sitting in front of her, a girl who was now her friend and had called her _cool._ She lunged forward and hugged Yang.

“Ah!” Yang yelped. Then: “Okay! I guess you’re the kind of person that hugs a lot. That’s cool, too.”

She’d been called cool twice in one night! That had never happened before! Was it because of the hoodie? If hoodies made Penny this cool, she was going to wear them for the rest of her life.

Before she could continue with friendship-building procedures, the door swung open.

Penny and Yang both whirled around to see who it was, and they both stiffened as Glynda Goodwitch stalked into the room.

“I’m glad that you two are getting along so well,” Gynda said, coming to a stop at the other end of the table. “However.” She smacked her hand down on the table. “You two will have plenty of time to get to know each other during initiation, and right now, if you want to leave this station sometime tonight, you will listen closely to every word I say. I want to make one thing perfectly clear.”

She leaned toward them, and both Penny and Yang instinctively leaned back. “Being accepted to Beacon does  _ not _ give you any sort of right to gallivant about Vale trying to play at a Huntsman’s job. We have  _ zero _ tolerance for these sorts of incidents.” Glynda paused, considering them, before adding with a snarl, “The police! They exist for a reason. Restraint! It is to be exercised by Beacon students. Property damage! It is a very consequential side effect of incidents like this! Please remember that these things exist the next time you get an urge to take the law into your own hands.”

“They started it!” Penny said.

That was clearly the wrong thing to say, as Glynda moved towards them, the fury in her eyes sparkling and her grip on her riding crop deathly tight.

“Honestly!” she snarled. “The sheer  _ nerve— _ the  _ audacity _ you must need to feel entitled to vigilantism when you haven’t even taken a  _ single _ class at the Academy yet!”

“How many classes is it okay after?” Yang asked with all the caution of someone poking a sleeping Beowolf.

Glynda’s ferocious glare was enough of a response, and Yang got the message, snapping her mouth shut.

“Well, then, that’s that.” Glynda stood up. “Since you’re both incoming students, I will be giving you both three detentions with Doctor Oobleck once the semester starts.”

“Detention?! But we don’t—”

“—Don’t go to Beacon, Miss Xiao Long? That can be easily arranged. Especially since this sort of hotheadedness is exactly what brings about the rescinding of acceptances.”

For the second time, Yang closed her mouth. Penny winced. She wished she’d warned Yang about how Glynda could get when she was angry, but that would’ve led to a whole bunch of questions about how she knew Professor Goodwitch so well that she wasn’t ready to answer yet.

And right now, she didn’t  _ dare _ to call Professor Goodwitch “Glynda” out loud. That was tantamount to asking for a gruesome death.

“Good choice,” Glynda said to Yang. She straightened up again. “Even so. It was not your fault that Torchwick decided to rob the exact Dust store you were in, and I cannot fault you for defending yourselves. You stopped a robbery and protected a civilian,” she said reflectively. “For that… you are certainly deserving of a pat on the back.”

Penny turned to grin at Yang and realized that Yang was already grinning conspiratorially at her. Was  _ this _ what having a friend was like? Smiling at each other at the same time? Because… that was  _ fun. _ Penny liked this.

Unfortunately, the moment was ruined when Glynda’s riding crop came whistling down between them and smacked the table, just centimeters from their hands.

“And a slap on the wrist!” she added evenly as Penny and Yang flinched. “Your tactics were disgraceful. You left open multiple escape routes for him, which he took full advantage of.” 

Unfortunately, Penny knew that Glynda was right. 

“Yang, I’ve spoken to your father, and he’ll be coming to pick you up shortly.” 

At those words, Yang slumped down in her chair. “Oh, gods,” she muttered. “He’s not going to be too happy about that.”

“Given that Taiyang had to wake up from a deep sleep to answer his scroll, I am inclined to agree.” Glynda turned partly away, and then looked back at them. “I would dismiss you both now, but Headmaster Ozpin would like to have a few words with you. Here he is now.”

Ozpin! Penny excitedly turned her eyes to the door just as the headmaster entered, sipping from his ever-present mug. Yang looked up at him with more shock than anything else, her eyes going wider than at any other point that night.

“Well, Miss Pallas, Miss Xiao Long...” Ozpin came to a stop before them. “If it makes you feel any better, every Huntsman or Huntress that’s passed through Beacon has been in my office at least once for a conversation about vigilante activities.” He cocked an eyebrow at Yang. “Yang, your parents’ team was… a frequent offender. It would do wonders for my sanity if you could try to  _ not _ follow in their footsteps so much when you arrive at the academy.”

Yang nodded. “You don’t have to worry about me being like my mom,” she said, her voice noticeably tense. A completely unidentifiable mix of emotions was displayed on her face. Penny didn’t have the faintest hope of interpreting that.

Ozpin nodded. “Noted. But it isn’t your mother that I’m worried about you taking after.” 

_ That _ seemed to throw Yang for a loop as Ozpin turned to Penny, and Penny recognized the small smile on his face that he always seemed to keep for her when he had to act like they didn’t know each other.

“Penny, I know that you’re eager to start saving the world. But please remember that you have to leave it to the trained professionals for just a little while longer.”

Penny nodded.

“You were attacked,” Ozpin said, shrugging. “That much is obvious, and you were perfectly justified in defending yourselves. But where your actions crossed the line into recklessness is when you, as untrained recruits, chose to pursue Torchwick, a  _ career criminal. _ Did either of you stop to consider that he might’ve been drawing you into a trap?”

Oh, no. Penny and Yang looked at each other again, and then back to Ozpin with guilt. 

“Consider yourselves lucky that there wasn’t a more unpleasant surprise than a failed pursuit awaiting you on top of that roof.” 

Ozpin was  _ right, _ Penny realized with growing horror. If Torchwick had gone down an alley instead of up a roof, she would’ve been just as eager to chase. And that… would not have ended well, in all likelihood.

“Consider that a lesson learned. And there’s one more lesson that I’d like you both to take away from tonight. You should remember what your first taste of teamwork was like.” He tilted his scroll toward them, offering a glimpse of grainy security footage showing Yang and Penny fighting side-by-side and punching out Torchwick’s goons.

“Working at each other’s side, protecting humanity as one—that is what will be expected from you at Beacon.” He nodded. “You both seem to have grasped the concept well already.”

* * *

**_Present Day—Beacon Academy_ **

“...And that was a month and a half ago,” Penny finished. “I never did get my temporary tattoos...” 

“We ran into each other in Vale a couple times after that,” Yang added. “And that’s how we met!”

Penny’s prediction had been a little off. It had taken thirteen minutes and fifty-six seconds to tell the story, but that was mostly due to the interjections from Yang about how many bones they’d broken.

Jaune had been listening to the story with wide eyes, while Weiss appeared much more perplexed.

“I… didn’t understand what was happening at all until Torchwick showed up,” Weiss said. “Aside from that…” she shook her head in disgust. “Vigilante justice.  _ Ugh. _ All it does is demonstrate a refusal to respect the law.”

“I wish I could be a vigilante,” Jaune said. “It sounds so cool.” 

Yang made a wide-eyed shushing gesture at Jaune. “Don’t say that out loud here! Professor Goodwitch will have you hanged!” 

_ “Hanged?” _ Penny said in alarm. What kind of reputation was Glynda cultivating amongst the student body? But nobody seemed to notice her question.

“I’m shocked you haven’t already been expelled!” Weiss said. “Beacon’s student honor code clearly states that extrajudicial activities are strictly prohibited.”

“Well, Ozpin did say everyone does it sooner or later.” Turning to Penny, Yang shook her head. “Penny, how did your parents let you have a zweihander for a weapon? I had a hard enough time convincing my dad that I wasn’t going to kill myself with shotgun gauntlets.”

“Erm—” Penny ran through a series of possible replies she could make, most of which would only invite more questions about her past. She could only think of one way to answer that would be absolutely guaranteed to stop any further pursuit of this subject. But it was also the most questionable option.

“My parents are dead,” she blurted out. 

Yang, Weiss, and Jaune all stared at her with the same facial expression, and then they all looked away simultaneously. Well. It  _ had _ worked...

“That explains a lot,” Weiss muttered.

“Hey!” Yang snapped. “Watch it!”

Penny was very glad to see Professor Ozpin when he stepped up to the microphone, preventing the conversation from dissolving into bickering between Yang and Weiss. 

* * *

**_Several hours later_ **

Penny was looking for a place in the wall to plug her scroll into. Unfortunately, it seemed that everyone else had already had the same idea, because she couldn’t find a single free outlet anywhere.

This was possibly her least favorite thing about having to hide who she really was. If she didn’t have to worry about people finding out she was an artificial girl, then she wouldn’t even need a scroll, because everything a scroll could do, she could do! She had CCT connectivity, so no need for the scroll when she could just take a call straight from her brain. Online access—a camera—everything. But no, because people might be afraid of her and think of her as inhuman, she had to settle for carrying around this metal rectangle with a battery life that was positively embarrassing compared to her own. People were stupid.

“Need to charge your scroll?” a new voice said, interrupting her thoughts. 

“Yes!” she said, turning around. “Do you know where I can find an available outlet?” 

“Sorry.” The girl—hair color: orange, eye color: blue, outfit: Beowolf pajama onesie, identity: unknown—shrugged. “Can’t help you with that. But what I can help you with is charging your phone  _ real _ fast.”

“How?” Penny said.

“The name’s Nora Valkyrie. And electricity’s my game. Allow me to demonstrate!” She produced a fork from a hidden pocket on her onesie, turned to the wall outlet in front of them, and yanked out the scroll charger. Penny opened her mouth to protest—that was someone’s scroll! They couldn’t just unplug it—when suddenly Nora did something that immediately redirected all of Penny’s concern: she stuck the fork into the outlet.

And then, quite confusingly, Nora did not seem to be displaying any of the normal symptoms of electrocution. She simply turned to Penny, giving her a giant grin, and yanked it back out after a few seconds. Ignoring Penny’s yelps of concern, she held out her hand. “Can I have your scroll?”

Penny handed it over, if only to see exactly where Nora was going with this. It wasn’t like the scroll wasn’t replaceable. And what Nora did was not something she ever would’ve predicted. 

She jammed her pinky into the charging port and then, somehow, the screen lit up. Penny stared. Her scroll was charging. 

Was Nora… like her? But no. It couldn’t be. She’d detected a very human pulse in Nora immediately. But wait! Maybe she was a cyborg? And Nora was making no effort to hide it at all, so maybe she could ask…?

“How are you doing that?” she said cautiously.

“My semblance!” Nora said brightly. “I can do electricity things!”

Oh. Penny couldn’t help but feel at least a little bit disappointed by that.

“I haven’t ever used a charger in my life, and I don’t plan on changing that anytime soon!” She glanced down at the screen, and then handed it back to Penny. “Here you go.”

Penny stared at the screen. Nora had just taken her scroll from three percent to eighty percent in ten seconds. She looked down at the screen, and then back at her. And then she made a silent resolution to never make enemies with this girl, because she had complete control over one of Penny’s biggest weaknesses. There was a  _ reason _ why she didn’t go out during thunderstorms.

“Thank you!” she said. 

“No problem!” Nora chirped. “That will be five lien, please.” She put out her hand and stared at Penny.

Penny stared back. “I—I’m sorry? I don’t have any—” Lien was not something that she actually had at the moment. This wasn’t good. She had  _ just _ decided not to get on this girl’s bad side—

“Just kidding!” Nora crowed, smacking Penny on the arm in what Penny hoped was a friendly gesture. “I’m glad I could help!” Nora said. And then she blinked, looking down at her hand. “Girl, you’ve got biceps like rocks.” 

Ah. Sarcasm. She gave Nora a weak smile. Every time someone used sarcasm... it provided a learning experience for her. That was something she told herself every time someone used sarcasm. Even if most of the time she didn’t learn anything.

“Penny!” A familiar voice interrupted them, as Yang threw an arm around her shoulder. “Do you—Oh, hey!” she broke off, noticing Nora. “Hey, guess what?” she said to Penny. “This is the girl who beat me in arm wrestling on the airship, and I think you should try it against her.”

“Reaaaaally?” Nora said, looking Penny over. “You think this girl could beat me when you couldn’t?”

“She’s stronger than an ox, Nora. You should see the sword she has—”

“Will someone please tell me what arm wrestling is?” Penny squeaked out.

“It’s simple!” Nora bolted over to a conveniently-located card table and slammed her elbow down on it, fixing an intense gaze on Penny. “We sit down here. And we WRESTLE! With our ARMS!” 

Penny didn’t move an inch. “What differentiates this from normal wrestling?”

“Oh, it’s not even close to the same thing,” Yang said. “It’s just—”

“Ren, will you officiate?” Nora called over her shoulder to a brown sleeping bag. A few moments later, a black-haired boy poked his head out and looked at Nora with half-shut eyes. 

“Sorry, Nora. The referee is turning in for the night.”

“Aw.” Nora only looked dejected for a half-second before she turned back to Penny and Yang, and gave them a feral grin. “Well then, this will be a  _ no-holds-barred _ arm wrestling match! It’s steel cage time, and I’m going to drop a  _ stone cold stunner _ on you! Pick up a folding chair and pray to your gods now, because I’m putting you on the ropes as soon as that bell rings!”

“Yang?” Penny said, increasingly distressed by each new word coming out of Nora’s mouth. “Is this still arm wrestling?”

However, before Yang had the chance to answer that, a new voice cut through their scene, silencing them all.

“Will you all PLEASE PIPE DOWN!?” 

Penny turned to see Weiss Schnee standing before them in a nightgown, glowering at them all and somehow looking angrier than she had during their first meeting outside the school. And then—

“I’m sorry to be ganging up on you here, but… I could really use some peace and quiet,” came the voice of Blake from behind them.

The arm-wrestling cadre turned around. Blake was standing on the other side of the table with a lit candlestick and a book tucked under her arm. She nodded to Penny. “Hey, Penny, I don’t mean to be rude when I ask you this, but could you please do this all somewhere else? I would like to do some reading, after all. And I was going to do it here. At this table. Preferably without an arm wrestling tournament going on next to me. And some people really are trying to sleep.”

“Yes! MANY of us are trying to sleep!” Weiss hissed. “So please, save your barbarism for when we have actual  _ rooms _ to ourselves and more civilized people don’t have to be subjected to this cacophony! Or take it OUTSIDE!”

Penny decided not to mention that by decibel count, Weiss was the loudest thing in the room at that moment.

“Nora,” Ren chimed in, raising his head from his sleeping bag again. “You’ll have all year to arm wrestle. But we’ve only got eight hours before initiation. And it would be nice for both of us to be well-rested.”

“Aww…” Nora said, standing up from the table. 

Penny almost shut down from relief. Yang made a disappointed sound, and Weiss huffed and stalked off. 

“Sorry about that,” Yang said, and Penny was about to answer when she realized that Yang was talking to Blake now.

“I didn’t realize you were going to be reading here,” she continued, scratching the back of her neck. “Hope we didn’t disturb you too much.”

Blake, who had sat down at the table, looked up from her book. “It’s fine. Do you normally go around trying to arm-wrestle everyone you meet?” 

“Wellll… not really,” Yang said, rocking back and forth on her heels. “Nora started it.” Then she brightened, looking back and forth between Penny and Blake. “Hey, you guys know each other! How did you two meet? You didn’t break up another robbery, did you?”

“What?” Blake said, while Penny shook her head. 

“We were sticking it to the man!” she said brightly. 

Yang blinked, and then tilted her head. “Wha? Huh?” She looked at Blake for an explanation. 

“We were calling out some of the unethical business practices of the Schnee Dust Company,” Blake explained. “To Weiss Schnee’s face.”

“Oh, is  _ that _ why she was so pissed off at you? Was the explosion thing really just a metaphor, or—”

“No, I really did explode some of her Dust.”

“That is… exactly what happened,” Blake said. “I have nothing to add.”

“Have you met?” Penny said, looking back and forth between Blake and Yang. 

They both shook their heads.

Oh, good. She had a chance to introduce people again! “Blake, this is my friend Yang. Yang, this is... Blake.” After Jaune’s negative reaction to being called a ‘maybe-friend’ earlier, she’d decided to stop saying that designation out loud.

Yang gave Blake a sunny smile. “Hey, I’m Yang! Nice to meet you.”

“Likewise,” Blake said. She lowered her head to her book, but looked back up seconds later. “What was that about breaking up robberies?”

“It’s how we met,” Yang said, waving it off. “Long story. Dust shop. Roman Torchwick. Punching baddies. Yada yada yada.”

Blake raised an eyebrow before moving her candle closer to her book. “Well, Penny, Yang, it was nice to meet you both, but I’m going to be reading now, so unless you enjoy complete silence…”

“All right, that’s our cue to leave, Penny,” Yang said, taking her by the elbow. “Let’s—oof—get going. I like your bow!” she called to Blake over her shoulder. “It goes great with your... pajamas!” And then she turned around and made a weird sound that Penny didn’t understand at all. 

“Does Blake’s bow  _ really _ go well with her pajamas?” Penny whispered as they approached their sleeping bags. She didn’t know anything about fashion.

“I don’t know. That sentence sounded better before it came out of my mouth. Let’s talk about something else.” Yang whispered back.

“Oh, that’s easy!” Penny had many, many things that she wanted to talk about, but perhaps first in her mind was: 

“Are you worried about what teams we’ll end up on?” 

“Eh… Yang yawned and bent down to crawl into her sleeping bag. “Not really, honestly. Whatever happens, happens. And I’ll make it work. That’s what being a Huntress is all about, isn’t it?” 

Yang was right, but… Penny was getting more worried the more she thought about it. What if she ended up with someone who didn’t like her no matter how hard she tried? Like Weiss, for example. The teams were random, so she had no control over who she ended up with. But why was she worrying about something that she couldn’t control? 

“I suppose…” she said finally. “But wouldn’t it be nice if you could pick?”

“Well, I’ll tell you what. If I could pick, I would definitely have you on my team, Penny. You’re nice, and it doesn’t hurt that you’re basically a fighting machine.”

Yang’s choice of words sent a rare stab of fear through Penny’s chest. There was no way Yang had guessed… was there? She’d spent so much time working on her behavior to try and fit in, but… was it still obvious when she  _ fought? _ She knew that people used ‘machine’ as a compliment, since it implied effortless, almost automatic action in a person. Was she acting too automatic? Did she need to be more unpredictable?

Penny studied Yang’s face. As far as she could tell, Yang was looking at her with genuine appreciation and no suspicion. Maybe it had just been a coincidence in her words. But she had been wrong about faces before. So, it couldn’t hurt to be a little more unpredictable. Besides, she had a question that she still needed an answer to.

“Yang?”

“Mmmm?”

“Do words have tastes?”

“...Penny,  _ what.” _

**Notes for the Chapter:**

> You can follow me on tumblr at https://bionic-jedi.tumblr.com/ where I'll post updates to this story and also post about Nuts & Dolts and RWBY in general a whole lot!
> 
> Or you can follow me on twitter where I'll do the same! https://twitter.com/bionic_jedi


	4. Turbulence

**Notes for the Chapter:**

> Before we start this chapter, I just want to alert you all to the fact that War Machines has fanart now!!! The amazing desib717 on tumblr has drawn a picture of Penny as she appears in this story! I've embedded desib717's art at the end of this chapter (with her permission), and it is spectacular. Also included in the drawing is Luminous Electra!

The locker room was buzzing with the sound of various eager conversations and doors slamming as students retrieved their weapons. Penny opened her locker door and sighed happily as Luminous Electra’s black blade greeted her. She felt extremely happy today. And why wouldn’t she? Today was initiation. The best day of her life so far. Today, she would prove herself worthy.

“Hey Penny, how’s it going?” 

“Jaune!” At the voice interrupting her reverie, Penny turned around, smiling brilliantly. He had voluntarily initiated a conversation with her, which dramatically increased the likelihood that he was a friend! “It is going swimmingly with me! Are you ready for initiation?” she asked, putting away Luminous Electra.

“Not really, if I’m being honest,” he said, twisting his sword around in its hilt. “I’m kind of worried about today.”

“Don’t worry! Nervousness is to be expected when we’re about to go into a forest full of ferocious Grimm without any form of backup.” She knelt down to retie her sneakers. “Today may very well be the most important day of our lives.”

“Wow, you sure know how to put a guy at ease,” Jaune said, turning away. “But now I’m not trying to hide my nervousness! I can’t fake confidence, and I can’t fake cool, so I’m going to be myself! What do I care if everyone treats me like a social reject now? I’m Jaune Arc, the loser, the nerd, the guy that absolutely nobody cares about. And I’m proud of it!” he declared, smacking his chest. “Now I can know who really wants to be my friend!” 

“Don’t worry, Jaune, I still want to be your friend. I think other people would describe me as a ‘nerd’ as well.”

“Thanks, Penny.” The expression on Jaune’s face was… gratitude. Definitely gratitude. “To the nerd life,” he said, holding up a fist.

Pause.

“Uh…” He waved his fist slightly. “Are you going to leave me hanging?”

“Hanging?” Penny glanced at Jaune’s feet in confusion. “But you’re on the ground.”

“No, I mean…” Jaune pointed at his fist. “Fistbump?”

“What?”

“You don’t know what a fistbump is?” he asked, astonishment plain on his face.

“No.” Penny sensed another unidentified social custom. “What is it?”

“You… you bump your fists together. Like this.” He made another fist with his remaining hand and tapped them together. “Now you do it.” He held out his fist again.

Penny bumped her fist against his. “Like that?” 

“Yep, that’s it.” 

“Why do people do this?” she asked, fistbumping again.

“Uh… because it’s cool?”

“Ooh! So we’re being cool?”

“Yeah, yeah, I guess we are.”

“Hooray!” Penny tapped his fist once more, and then again, harder. “We are bumping the fists!” She was being cool!

“Okay, ow, watch it, that last one hurt,” Jaune said, pulling back his hand and rubbing his knuckles.

“Sorry!”

“You’re good. So.” Jaune put his hands on his hips and glanced around. “Found anybody you want to be teammates with yet?”

“A few!” Penny said. “You’re one of them!”

Jaune’s eyes lit up. “Really?” He adjusted his armor. “I, uh, haven’t really met very many people. Aside from you and Yang. And that Blake girl, but I don’t think she likes me very much.”

“Well, why don’t you meet some more people?”

Jaune stared at her. “You say that like it’s easy.”

“How hard can it be? Just go up to someone and introduce yourself. It works for me. Sometimes.”

“Huh. I guess it’s worth a shot, if you really think so.” He shrugged. “Who knows? Maybe this is how I can have one of those life-changing encounters that everyone else always seems to have.” With that, he turned and stuck out his hand at a passing redhead in golden armor. “Hey! The name’s Jaune Arc. What’s your name? Want to be teammates?”

“Well—er—” the redhead faltered, looking at Jaune’s hand, caught completely off-guard. 

“The teams don’t work like that,” Penny offered. She knew from Ozpin exactly how they were formed, and they didn’t have much choice in the process. “They’re randomly assigned.” 

The redhead nodded. “Yes, that’s what I heard, too.”

“Come on, do you guys really believe that?” Jaune asked, spreading his arms. “Would the greatest huntsman’s academy in the world _really_ leave something as important as the formation of the teams up to _random chance?”_

* * *

“The first person you make eye contact with after landing will be your partner for the next four years,” Ozpin said.

“Just kill me now,” Jaune muttered, quietly enough that Penny was the only person who heard it.

Penny turned to Jaune, horrified. “Why would you want me to kill you? I would never do that!”

“I—I was kidding,” Jaune said. “I’m just… I don’t want it to be random…”

Oh, that was much more understandable. She gave him an encouraging smile. “Don’t worry! I’m sure that whoever you end up with will be a great partner.”

“Take your positions!” Ozpin called.

Excitement rising, Penny turned to Yang, who stood on the catapult to her left. “We can be on a team together if we do this right!” 

“You bet!” Yang pulled out the same pair of aviators she’d been wearing at the Dust shop and winked at Penny. “Let’s do it! How do we find each other?”

“I’ll aim for wherever you land! And I’m great at tracking, so just stay put and I’ll find you in no time.” With Penny’s infrared vision, tracking Yang in the forest would be easy. And her landing strategy would make it even easier. Oh, she _couldn’t_ wait for this to start. It was going to be so exciting!

At the end of the line, the first catapult launched, sending Weiss flying into the sky. 

“So… How do we land?” Jaune whispered. 

“With our landing strategies!” Penny said, checking her systems one last time as the launches moved down the line. As she lowered herself into her ready position, Blake was launched, followed by Nora the arm wrestler, and then Nora’s sleepy friend from last night, Ren.

Jaune let out a tiny whimper. “But what’s a—”

“See you at the bottom,” Yang said, adjusting her aviators. She made finger guns at Penny, and then, with a _WHANG,_ she was gone, flying into the deep blue.

Penny tensed, narrowing her focus on Yang’s form as it flew through the sky.

_WHANG._

And now she was flying. Well, not really flying, just moving through the air in a parabolic arc consistent with an object thrown in the air, but she was going to really start flying— _now._

At the apex of her arc, she triggered her flight systems. With a _ka-clink,_ a panel opened in her back, and two white wings slid smoothly out, passing through the flaps she’d cut in her clothing specifically for this and extending outwards through the sides of the small metal backpack she’d built for the express purpose of disguising her wings. To anyone else, the metal backpack made it look as if she was just wearing a jetpack. She was the only one who knew what was really going on.

Flight mode: Activated. _Let’s do this!_

She fired her thrusters. Now in full control of her flight, she soared through the air over the Emerald Forest, still tracking Yang’s form as it fell towards the treeline. She couldn’t help the giant smile that broke out over her face. This. Was. Actually. Happening! Her initiation was underway! She was officially on track to become a Huntress! 

This wasn’t the first time she’d flown over the Emerald Forest, but she’d always flown over it at night, and this was her first time seeing the lush green landscape from above in the light of day. It was _amazing._ Green trees as far as she could see, a cloudless blue sky that stretched on forever, and distant purplish mountains that looked like they’d been painted onto the horizon. She looked over her shoulder, and she could see Beacon’s massive spires towering in the distance.

“Welcome to Beacon,” she whispered to herself in wonder as the wind buffeted her face. “Penny Pallas, Huntress-In-Training.” Oh, yes.

“I’M DOING IT!” she cheered to nothing in particular, flipping herself over in midair to face the sky, reveling in the warm sunlight on her face. “I’M DOING IT!” 

Then, remembering Yang, she flipped over again and quickly caught sight of her—almost at the treeline, and it looked like she was firing her gauntlets to slow down. Perfect. So all she had to do was coast behind her, come in for a landing, make eye contact, and they would be partners. Everything was going according to plan.

_WHAM._

Wha—?

Suddenly, she was in a ferocious spin, and an array of warnings lit up her sensors. Possible structural failure in right wing—right thruster failing—lost sight of target—ground proximity warning—unidentified objects in mouth—

Penny spat out something soft and fuzzy—a black feather?—and switched off her right thruster, and fired it again, hoping it would ignite. It did, at reduced power, but it was giving her just enough thrust to pull out of the spin. Which she did, slowing to a hover. Now out of immediate danger, she looked around for the source of the catastrophe.

Nearby, a very-dazed looking bird was tumbling out of the sky, shedding the same black feathers Penny was spitting out.

“Birdy, _no,”_ she whispered in horror as it fell into the trees. 

Her right wing had buckled inward where the bird had hit it, but thankfully the damage had spared both the thrusters and the energy cables, so the only problem now would be reduced lift and increased drag. She headed for the ground. Better not stay in the air any longer than she needed to.

As she touched down, she retracted her wings, wincing at the sound of scraping metal as another array of warnings flashed across her sensors. That right wing did _not_ want to go back in. She’d need to fix it later, but for now her “jetpack” would hide the damage. 

She switched her radar to automatic, and nodded in satisfaction when no hostiles showed up in the vicinity. Only then did she realize that she’d lost sight of Yang, and nothing was showing up on her radar, either. Turning in a circle, she couldn’t even see a heat signature anywhere. Now what?

Yang was still nearby... somewhere to the northeast of her. If Penny headed in that direction, she might still find her. Worth a shot.

She set off at a slow walk through the woods, Luminous Electra drawn and all her senses on high alert. There was never a shortage of delightfully weird Grimm in the Emerald Forest. Just two months ago, she’d found a baby Goliath. And shortly after, the baby Goliath’s mother. Her flight mode had been very useful during that encounter.

Suddenly, a heat signature flashed in the trees ahead. Yang?

Penny picked up speed. Yes, there was definitely a human ahead, but it was behind a bush, rendering its outline too indistinct for her to figure out who it was. But it wasn’t moving, and she’d told Yang not to move, so… Well. Only one way to find out. She shoved aside a branch and stepped into a small clearing. 

Weiss Schnee stood on the other side, her rapier drawn and aimed at Penny. 

Oh.

Penny might’ve been having less-than-happy feelings about this.

For a few long seconds, they both stood, staring at each other. Finally, Weiss lowered her weapon.

“Hello!” Penny said, shredding the emotion that she refused to call disappointment. She had no idea how to make this girl like her. Everything she’d tried so far just hadn’t worked. So, time to do more of the same. Some would call that insanity, but this time she was going to try _harder._

“So… that’s how it is, I suppose,” Weiss said. “At least you’ve given me reason to think you aren’t _entirely_ hopeless.”

Well, compared to everything else that Weiss had called her, that was the highest order of praise. “I’m excited to be your partner!” she said. “Don’t worry, I’m a spectacular fighter.” 

Weiss squinted at her for a long moment before replying. “You say that, but I’ve watched you blunder around Beacon for the last day and a half and demolish everything you touch, so pardon me if I’m not exactly confident in your ability to be a functioning Huntress!” 

“Don’t worry! I will soon prove you wrong. Ready to get out of the forest, partner?” Penny held out a hand, but Weiss made no movement to shake it, only staring at it as if it was an alien object.

“Do you… want to shake my hand?” Penny asked, still holding it out. Weiss didn’t respond, but she lifted her gaze to stare incredulously at Penny.

Penny hesitated. Did Weiss not know how to shake a hand? Penny hadn’t known what a fistbump was until this morning, so it didn’t seem out of the ordinary to her that maybe Weiss didn’t know what a handshake was. Maybe people in Atlas didn’t shake hands?

“Do you know how to shake hands?” she ventured cautiously. “It’s really easy, you just—”

 _“Yes,_ you idiot, I know how to SHAKE HANDS!” Weiss exploded. “Do you have _any_ applicable social skills at all?”

Penny stepped back, and for the first time, she felt genuinely tired of Weiss’s behavior. She’d been eager to make friends, and so she didn’t let Weiss’s yelling bother her for the first two days. But now? She just wanted Weiss to stop yelling.

“Weiss,” she started. “I—”

Suddenly, she heard a loud _crunch_ from behind her, and at the same time, her radar beeped, warning of a large object speeding straight at her head. Without looking, she threw her right arm out and caught whatever was about to hit her just before it smashed into her head, blocking its path with her outspread palm.

Weiss’s eyes bulged as she stared at whatever was behind Penny, and Penny turned her head to see a massive Ursa towering over her. Her arm was holding back one of its massive paws, which had been milliseconds seconds away from smashing her with a potentially deadly blow. The Ursa was straining its arm, completely unable to make an inch of progress against her. She could feel the force of its arm pressing down on her, and it didn’t matter. Her body had been built to withstand blunt forces much greater than even a fully-grown Ursa.

She dropped Luminous Electra and, with her now-free other hand, grabbed the Ursa’s paw and leaned forward, pulling its arm down _hard._ The Ursa flipped forwards over her crouching body and landed flat on its back in front of Penny. She let go of its paw, picked up Luminous Electra again before the creature could move, and swung her blade down onto its prone body.

Weiss gaped at her as the corpse dissolved into a cloud of black dust, her rapier half-raised.

“Well,” Penny said, brushing a speck of dirt off her shoulder, “I may not have social skills, but I think my combat skills will more than make up for that!”

She hadn’t been planning for the Ursa to show up before saying that, but it sure did add emphasis.

 _That_ seemed to have quieted Weiss, as she was still staring at Penny with an expression of pure shock. Hm. It wasn’t often that Penny could ascertain a person’s emotion with exactly one hundred percent certainty, but that was what was happening right now. 

“Um, Weiss?” In fact, Weiss seemed frozen to the ground with shock. “We should get a move on. Ursai like to travel in packs, so—”

“I don’t know your name,” Weiss said, lowering her rapier.

Of all of the things that Penny had been expecting Weiss to say next, that was not one of them. “What?”

“Somehow, despite running into you far too many times to count over the last few days, I still don’t know your name,” Weiss said.

“Oh. I’m Penny. Penny Pallas!”

“Well, Penny...” Weiss straightened, and the shock finally began to slide off her face.. “I admit that I have been… rather harsh… in forming my initial judgment of you.”

Wow. That was… easier than Penny thought it would be. “So we’re friends?” she asked eagerly.

Weiss’s face twisted. “Let’s not be too hasty.”

Well, that was progress. “Sure thing!” she said, shouldering Luminous Electra and looking around. “So… Do you know where we need to go?”

She actually knew where to go. She’d seen the exact temple that Ozpin was asking them to go to plenty of times, but she was curious to see if Weiss could figure it out.

“Well… er…” Weiss looked around. “It’s… that way!” she declared, pointing.

Penny followed the path of her finger. Weiss was pointing southwest. The temple was due north.

“All right,” she said. “Lead the way, Weiss!”

* * *

“How did you do that, by the way?” Weiss asked.

“Do what?”

“You… you just stopped a blow from an Ursa like it was _nothing._ You didn’t even flinch. That’s not possible.”

Penny stopped short. She’d planned for this. She knew exactly what she had to say. She’d _rehearsed_ it already. But in the moment—actually having to lie—it felt different.

“It’s my semblance,” she said. And then moments later, she hiccuped. Ugh! She thought she’d finally stopped that habit, but the excitement of initiation was bringing all her nervous habits back to the surface.

Thankfully, Weiss didn’t seem to notice.

“Your… semblance?” she asked. 

“I have super strength!” Which was at least partially true. Her body was designed to parameters far beyond the strength of a normal human. So that technically wasn’t a lie. “It’s like my body is made out of metal.” Again, not a lie. “Here, I’ll show you.” She turned to a tree next to her and sized it up before drawing her fist back and punching it with a force calculated to split it in half. 

With a _crunch,_ the trunk splintered directly where she’d hit it, and the trunk swayed for a few seconds before crashing to the ground.

Penny turned to Weiss, who was gaping at the tree as it settled amongst the undergrowth, a few stray leaves floating down around them. She took the moment to nonchalantly inspect her knuckles where they’d connected with the bark. It looked like her skin was holding up okay. That was good. She’d been worried that a collision with enough force would scrape it away and reveal the very un-human parts of her underneath.

“I do believe I can make you work as a partner,” Weiss said, and if Penny was better at recognizing emotions in voices she would’ve confidently said there was _admiration_ in Weiss’s tone. But she wasn’t better. So it was probably wishful thinking. The most important thing, though, was that Weiss had believed Penny’s cover story about her strength. For now.

But then before she could suggest they resume walking or change the subject, her radar blipped. She narrowed her eyes, turning around and drawing Luminous Electra.

“What is it?” Weiss said. 

“Two unidentifieds. About twenty feet behind us.”

“Grimm?” 

“Not sure.”

“Follow my lead.” Weiss drew her rapier. She paused, and then added, “I believe we can make a capable fighting pair. You can use your strength to absorb the enemy’s attacks and preoccupy it, while I can face the enemy head-on and provide the precision shots and killing blows needed to take them down.”

And then the bramble bush ahead of them spoke.

“I don’t know, that sounds like a pretty imbalanced partnership to me.”

“What?” Weiss stepped back at the same time that Penny cheered, “YANG!”

It was none other than Yang that shoved the bush aside and stepped forward. “Yeah. Sounds like you’d be making Penny do all the work, but you’d be getting all the glory,” she said, reaching up and plucking a leaf out of her hair.

“What are you doing here?” Weiss’s eyes narrowed. “Were you following us?”

“Kinda. We thought we heard Grimm, so we started tracking the noise, but we just realized it was you guys a minute ago.”

“We?” Penny said, remembering that there had been _two_ things on her radar.

“Yes, us,” another voice said, and Penny immediately recognized it. Blake Belladonna stepped out from behind another bush. “It’s a good thing you two were so talking so loudly. Otherwise, we might’ve ambushed you.”

“Yeah, it might be a good idea to be a little more quiet?” Yang added. “I’d prefer not to have every Grimm in the forest come after us.” She glanced back and forth between Penny and Weiss. “So do you guys know where you’re heading?”

“I was following Weiss,” Penny said immediately. 

Three sets of eyes swung to look at Weiss, who suddenly looked less-than-confident for the first time that day. 

“Why are you looking at me like that?!” she yelped. “I know where I’m going!”

“All right, how far are we from the temple?” Blake asked.

Silence.

“Guys?” Penny said. “If we’re trying to figure out where we’re headed, I can help with that.”

“How?” Weiss said. “Did you bring a compass?”

Ironically, Penny _did_ have a compass, but she didn’t exactly have a way to explain how she used it without revealing rather impactful things about herself. 

“No, but I have this.” She reactivated her flight mode, trying not to wince at the screech of metal-on-metal as her slightly damaged wings extended.

The other three girls gaped at her.

“A jetpack?” Blake said. “That’s a new one for me.” 

“I was _wondering_ why you were so confident that you could find me in the forest,” Yang said, shaking her head and grinning. “Why didn’t I think of bringing one of those?”

Weiss frowned. “It looks defective.”

“Just a little surface damage,” Penny said, while quietly rechecking all her sensors just to make sure it _was_ , in fact, surface damage. Thankfully, it was. “I had a bird strike during my landing.” 

Without explaining further, she fired the thrusters and shot upwards, bursting through the foliage. And—oh goodness, they’d walked a long way. Thankfully, she saw a good route almost immediately.

“I have good news and bad news!” she said as she touched back down. “The good news is that I saw where the temple is.”

“And the bad news?” Blake said.

“It is a thirty-minute walk away.”

That produced a collective groan from the girls, but it died out quite quickly when they realized there wasn’t anything they could really do about it. It was possible that Penny had let Weiss take them in the wrong direction for just a _bit_ too long.

Yang sighed and brushed her hair back over her shoulder. “Well, we better get walking, then. Which way, Penny?” 

Penny pointed north. “This way.”

Directly in their path was a low-hanging branch. Yang and Weiss both attempted to pass under the branch first at the same time, and ended up smacking their heads together instead.

“Could you watch where you’re going?” Weiss snapped, rubbing her head.

“Could ask the same of you,” Yang said irritably.

They glared at each other for a half-second before Yang stepped aside and motioned for Weiss to lead with an exaggerated wave of her arm. Penny wasn’t sure if sarcasm could be conveyed through gestures as well as words, but that would’ve been a prime opportunity to do so if it was. Then she realized what she was saying. Oh, no. Sarcasm in words and now _gestures?_ The world was supposed to make more sense the more she learned about it. Not less.

However, that seemed to be the end of the trouble, as Weiss said nothing further and Yang drifted behind Penny without further complaint. They were _finally_ headed in the right direction.

* * *

A distant, echoing boom interrupted the silence of their walk, but when they raised their heads to listen, there was nothing further.

“Can’t believe we’re missing out on all the fun because we decided to follow you guys,” Yang muttered. 

“Don’t worry, Yang. The Emerald Forest is packed with Grimm. We’ll have our chance to fight some at some point!” Penny said. 

“Perhaps we could be more careful in what we wish for?” Blake cut in, using her katana to slice a tree branch out of the way.. “I don’t like to tempt fate. Are we still on the right track, Penny?”

“Yep!” Penny had been keeping careful track of their movements, and they had yet to diverge from the path. She was just about to calculate how much further they had to go when her radar blipped. 

“Hold on.” She raised a cautioning hand. “There’s something up ahead.”

Weiss, Blake, and Yang all drew their weapons.

“Trouble?” Blake said, shifting into a crouch.

“No,” Penny said after a moment. Whatever it was, it wasn’t moving on her radar‚ and it very well could’ve been a false positive. Her radar was advanced, but it had its glitches. “It’s not moving.”

“What did you see?” Weiss said, leveling her rapier at the trees. 

“See?” And then Penny remembered that her radar wasn’t the same as conventional eyesight. “Yes,” she added hastily. “I saw something! In the trees. But I don’t think it was anything. Probably not a Grimm. Or anything.”

“Still. We should check it out. Where did you see it?”

“Up ahead.” Penny pointed towards... a barely visible boulder. A boulder. She frowned. If her radar kept glitching, this might be a problem in the future if it happened in the middle of a fight. 

The four of them slowly moved towards the boulder, and then, as they drew closer, it became apparent that the boulder was at the edge of a clearing. And in that clearing…

“Whoa,” Yang said. “There can’t be too many of these out here.”

The wreckage of a bullhead was scattered before them, the main fuselage of the ship jammed up against two rotting tree stumps at the other end of the clearing. A deep gash in the ground traced the path the bullhead had made as it crashed and disintegrated. The wings had been torn from the fuselage and twisted into nearly unrecognizable scrap, and the thrusters weren’t in any better condition—one was wedged into a tree, and the other was sticking out of the ground. 

“This is old,” Blake said as they advanced into the clearing, putting away their weapons. “Most of this stuff is rusting. It’s been out in the rain for a long time.”

“Yeah.” Yang was edging over to the cockpit. She glanced in and let out a gigantic sigh of relief. “Oh, good. No bodies. I wonder if the school knows this is here?” 

Well, Penny couldn’t blame her radar for thinking this was trouble. There were more odd angles for signals to bounce off here than a rejected geometry textbook.

“I can’t imagine they wouldn’t know.” Weiss poked at a small piece of wreckage with her rapier. “I don’t think a ship crash near the best hunter’s academy on Remnant would go unnoticed.”

“So then why leave the stuff here?” 

“Too much effort to remove it all,” Penny said. She’d heard Ozpin mention this once to Glynda. But why had he mentioned it to Glynda? He had been talking about the danger of—

She reached for Luminous Electra. “I think we need to get out of here,” 

“Why?” Yang said. “I don’t see—”

Unfortunately, Penny didn’t get a chance to explain what danger Ozpin had been talking about, because that danger manifested itself before them in the form of a massive grinding sound. Slowly, the ruined fuselage began to lift up out of the ground, and simultaneously, the thrusters ripped themselves from their resting spots and skidded across the ground towards the main fuselage, barely missing Weiss as she dove out of their way. 

“What—” Weiss started, only to be cut off by Penny’s shout. 

_“GEIST!”_

There was a half-second where they were all staring at the massive Grimm assembling itself before them, the thrusters settling under the fuselage to form the legs, while the wings flew off the ground to become the arms. And then slowly, the beast turned to face them, a single giant yellow eye staring out at them from behind the cracked canopy.

Thankfully, nobody needed an explanation of what a Geist was. Or, if anyone actually _did,_ nothing Penny could say could be quite as educational as watching the thing trying to kill them.

“They can possess a SHIP? That’s just not fair!” Yang yelled, launching a volley at it from her gauntlets. When her shots bounced harmlessly off its armored back, she let out a yell of frustration that was cut off when she had to roll out of the way to avoid being smashed by a wing. 

Penny blocked a flying thruster with her sword and scrambled towards the edge of the clearing, trying to get out of the range of the Geist’s limbs. It seemed that everyone else was having the same idea—except Blake, who had leapt on top of the nose of the bullhead—now pointed skyward—and was firing into its canopy. But the glass was holding strong, and as Penny watched, the Geist whipped around, tossing Blake into the broad side of a tree. 

Penny ran for Blake as Weiss waved her hand, and then a row of… something appeared in front of her. It looked like glowing white sigils floating in midair, but Penny didn’t have time to concentrate on whatever her new partner was doing, because in the next second she was crouching next up to Blake, who was on her hands and knees, breathing hard, her pulse elevated but other vital signs relatively steady. 

“Are you okay?” Penny said worriedly. 

“Just… fine…” Blake gasped out. “Had the… wind knocked out of me.”

Then Penny’s radar lit up with a type of warning that she had come to associate with _IMMINENT DANGER!_ and at the same moment, Weiss yelled, “PENNY!” 

She turned and swung Luminous Electra straight into the path of the Geist’s giant wing-arm as it flew towards her, and the collision of metal produced a shockwave that ruffled her hair. But she held her ground, the giant blade doing exactly what it had been designed to do: stopping anything smaller than an entire mountain.

“Move!” she said to Blake, who was still behind her. “It’s going to—”

The Geist drew back and swung again, and Blake dashed back into the clearing as Penny batted away its next attack. Meanwhile, Weiss had switched to a new kind of floating sigil—this one was light blue, and seemed to be bombarding the Geist with ice, but it wasn’t having any effect at all. Yang was circling it on foot, trying to hit the canopy, but the size of the wreckage the Geist was possessing meant that it had far too much armor to block the shots with. Nothing was getting through.

Yang stopped her barrage to wave frantically at Blake and Penny. “Penny! Blake! We need to hit it with everything we’ve got!”

“You got it!” Penny spun the Dust cylinder on Luminous Electra, landing on Fire Dust. The dual barrels on either side of the blade were supposed to let her shoot no matter which way the sword was facing, but it didn’t hurt that they also doubled her firepower. She lifted Luminous, narrowed her eyes, and pulled the trigger.

Gunshots rang out from all over the clearing. Suddenly, the Geist was under attack from four directions as a colorful array of projectiles bombarded it. It staggered under the initial assault and turned in a half-circle, suddenly confused as to where to focus its attack next, but it remained stubbornly upright.

“Come on!” Yang roared, unloading her gauntlets with astonishing speed. “Take some damage, will you?!” 

As if answering Yang, the Geist bent down, its fuselage brushing near the ground.

“It’s down! Press the attack!” Blake yelled. “If we—”

But Penny had stopped listening, because she was realizing that the Geist wasn’t down. It was rooting around in the wreckage for something. But what—

The Geist reared back up, and there was something attached to the end of its arms now. Penny squinted, trying to identify what it’d picked up. And then dread rose up in her. 

The Geist was now dual-wielding a pair of very massive miniguns that were packed to the teeth with ammunition. It seemed that the crashed bullhead had been armed. _Very_ armed.

“RUN!” she screamed, but Blake, Weiss, and Yang were already in motion as the sound of gunfire exploded across the clearing, clouds of dust kicking up around their feet as they ran for cover. Penny ran for the large boulder that she’d originally sighted, and when she dove behind it, she wasn’t surprised to see the other three already there. 

“We have to run!” Blake said, flinching as a spray of gunfire shredded the tree just in front of them. 

“Are you out of your _mind?_ We’ll be easy targets if we run!” Weiss shot back. “We’ve got to destroy it before it destroys us!”

The hyperactive rattle of the miniguns continued unabated, and as the rock Penny was leaning against began to shake intensely, she calculated that they wouldn’t have long before their cover was obliterated.

Blake shook her head violently. “Do you see all the downed trees in this forest? Even if we destroy the Geist’s armor entirely, it’ll just find something else to possess and come after us again. We _have_ to get to an open space.”

“But we can’t stay ahead of it! And where would we even go?” 

“The temple with the relics!” Yang said suddenly. “There’s gotta be some other students there by now that can back us up, right? Penny, how far is it to the temple now?”

“Nineteen minutes!” At her teammate’s horrified looks, Penny realized a miscalculation and hastily reworked the equation. “Considering that we’ll be running for our lives from a gigantic bloodthirsty Grimm, _five_ minutes!” 

“But we _still_ won’t be able to stay ahead of it!” Weiss said. Suddenly the boulder shook with tooth-rattling force, and a large, watermelon-sized chunk of it went tumbling over their heads and landed about eight inches from Yang’s ankle.

“I don’t know what’s going on back there, but I’ll take my chances with running!” Yang said. 

“We’ll be sitting ducks in the forest!” Weiss protested again. “Anything we have to go around, it’ll just run right through!”

Penny had been listening to the back-and-forth with growing eagerness because she’d found a solution. This was what she loved about battles. She never had to worry about social cues or saying the wrong thing or what other people were thinking when they were fighting giant monsters. The language of battle was very easy to understand.

“We can use my flight mode!” she said. 

Weiss, Blake, and Yang stared at her.

“Your _what?”_ Weiss said.

Penny had to resist the urge to clap a hand over her mouth. “Sorry, my jetpack! If I fly up above while you guys are on the ground, I can keep the Geist’s attention off you until you’re out of the forest, and then we can regroup at the temple.”

“That’s _perfect—_ wait—” Blake hesitated. “Penny, if you’re up in the air, that thing’s just going to have a clear shot at you with its guns. You can’t put yourself in that kind of danger.”

“There’s an easy solution.” Penny pointed at Weiss. “Weiss, I need you in the air with me! Use your glowing symbols to block that thing’s guns!”

“But how am I going to fly?!” Weiss said. 

“Simple! I’ll carry you!”

“Are you—” Weiss started to say, but that was as far as she got before Penny lunged forward and wrapped her arms around Weiss, lifting into the air. 

“It’s a plan! Let’s go!” she said before Weiss could protest, and they all scattered. And not a moment too soon, because Penny had barely gotten six feet in the air before the boulder they’d been hiding behind disintegrated as the Geist brought down the blunt end of a wing down on it. 

“This is the WORST IDEA EVER!” Weiss shrieked as Penny rose into the air, her arms wrapped tightly around Weiss. 

“If you have any better plans, please share them with me so I may adjust accordingly!” Penny said, adjusting her flight vectors. 

Weiss didn’t answer, so Penny chose to move forward on the assumption that she did not have a better plan in mind. So, Plan A—

She slowed to a hover. “Hey! Over here, you big bag of bolts!” she yelled at the Geist, hoping it would notice her. 

It did, in fact, notice her. It swung both of its miniguns towards her, their barrels spinning energetically, and Weiss inhaled sharply, raising her rapier. A glowing white sigil appeared in front of them, and not a moment too soon. A storm of gunfire blazed across the sigil, leaving glowing black marks in the air just inches from their faces.

“Use both of your hands to cast your symbols if you need to!” Penny said. “I can hold you just fine.” 

“I can cast perfectly well with one arm, _thank you very much,”_ Weiss snapped, clinging harder to Penny’s neck as she aimed her weapon. Another hail of gunfire pattered off the sigil, but this one didn’t let up. “And by the way, my ‘symbols’ are called _glyphs._ ”

“Fascinating!”

“Penny, _go,”_ Weiss said suddenly through gritted teeth. “It’s too much gunfire—I don’t know how long I can hold this—”

Penny didn’t need to hear another word. She weaved left, dodging the hail of gunfire, and then put on a burst of speed, zooming forwards. The Geist followed, tracking its newly skybound prey.

“It’s following us,” Weiss said as the Geist lumbered through the trees after them. “I don’t know whether to be excited that the plan is working, or utterly terrified that we’re being chased by a sentient gunship!”

Personally, Penny was thrilled. This was the first time that she and Weiss were actually working as partners! And all it had taken was being placed in mortal danger! Maybe this partnership could really work!

She switched to infrared vision and glanced down, scanning the woods. Blake and Yang were sprinting through the forest, heading due north. Thankfully, they didn’t seem to have Weiss’s sense of direction. 

Then she lifted her head and saw the temple on the horizon. Activating her telescopic vision and zooming in, she could see that yes, there were already some students assembled there. Good. There would be backup. If they needed it. If they could even get there.

She chose not to think about that contingency. She was calculating outcomes right now, and the one she wanted to focus on right now was the one where they all escaped safe and alive.

The sound of bullets pattering off Weiss’s glyphs again brought her attention back to their flight, and she shot upwards again, rolling to the left, to the right, and left again.

Weiss made a strangled noise like a wet cat choking. “Can you try to fly more smoothly?”

“I cannot. The damage I suffered during the bird strike earlier today reduced the amount of lift I can produce in my right wing. As such, I have to continually adjust my flight path or we will crash.” 

“You said that was just _surface damage!”_

“It _is_ surface damage. I can still fly!”

“I am never trusting anything you say EVER AGAIN!” Weiss screamed as the angry buzz of bullets filled the air around them yet again. 

Penny decided not to respond to that. She couldn’t see the Geist—Weiss, looking over Penny’s shoulder as they flew, had the only visual reading of it, and she didn’t want to distract Weiss from their defense any more. There was another distant explosion, and this time, Penny could see the flash from it—oddly enough, a _pink_ flash.

“What—LEFT! GO LEFT!—was that?” Weiss said.

“There seems to be a conflict at the temple,” Penny said. She zoomed in on the far-off battle and gasped. “They seem to be fighting a Deathstalker and a Nevermore simultaneously. They’ve just—ooh, that was a good shot by the red-haired girl. She just took out the Deathstalker’s eye!”

“The red-haired girl?!” Weiss cast another Glyph, gripping Penny’s neck even tighter. “Do you mean _Pyrrha Nikos?”_

That name wasn’t in Penny’s databases. “Who?”

“She’s the three-time—you know what, never mind.” Weiss shook her head. “I’ll just spend the rest of my life being bitter about who I could’ve had for a teammate.”

“Don’t worry, Weiss! I’ll be as good of a teammate as this Pyrrha could ever be to you!”

“I… seriously doubt that.” Weiss was silent for a moment. “Wait. We’re bringing a Geist into a fight with a Nevermore and a Deathstalker?” 

“Just a Nevermore now,” Penny said. “I believe that Nora has blown up the Deathstalker, if the giant pink mushroom cloud is anything to go by.” That, she had to admit, was not an outcome that she’d predicted.

“I… okay. Keep flying. Please. GO UP! GO UP!” 

What had brought on Weiss’s sudden panic was, in fact, Penny getting distracted by the distant battle and sinking too close to the trees. She pulled up just before they brushed the tips of the nearest pines, making skyward again. 

But as they shot up, Penny realized that the glyph that Weiss was holding was now angled downward, leaving an opening for—

Several bullets slammed into her wing—which was covered by her Aura, thankfully—but it was already weakened by her accident earlier, and it might very well malfunction from the force of impact. One second passed. Two seconds. And then a flood of warnings flashed across her mind. All of them telling her that the energy cable on her right-hand wing had just split. 

Right on cue, her right thruster spluttered, and its high-pitched whine faltered, turning into a splutter.

“Please tell me that was intentional,” Weiss said. 

Penny had to act fast. She dismissed all the warnings, cut all power to her right-hand wing, increased the thrust on her left-hand wing, and banked left to avoid going into a spin that would be unrecoverable at this altitude.

“Penny? You meant to do all those things, correct?” Weiss said, her voice very quiet.

“Weiss.” Penny took a deep breath—she really did need to cool down right now—“I must tell you that one of my jetpack’s engines has gone out.”

“THEN WHY ARE YOU GOING UP?!”

Penny had, in fact, leveled out by the time that Weiss asked that question, but it was a forgivable error on Weiss’s part. “I can still fly safely to the field ahead! It is quite possible to fly on a single thruster. It only takes concentration and—”

Her left thruster coughed and went silent. 

_What?_ Penny frantically checked all the alarms—nothing, nothing except “electrical anomaly in left wing” but how—oh, the damage to her right cable must’ve caused a short-circuit in the left wing somehow—a short circuit that was unfixable—

“Weiss,” Penny said again. “Status update. We are going to crash.”

“WHAT?!”

“But fear not! Even with the damage to my wings, I can still glide safely to our destination! I can maintain a glide ratio of—”

“You said we were going to crash!”

“It will be a very controlled crash.”

“Brilliant,” Weiss muttered, readjusting her glyph. “It’s not—” She was abruptly cut off as a particularly concentrated burst of gunfire lit up the air around them. “Will we be able to stay ahead of that thing?!” she finished, once things had calmed down relatively.

Penny didn’t answer, because she was too busy calculating their descent rate. Now that she was a little bit closer and she could estimate distances better, she had a better idea of what it would take to—Oh. Oh, dear.

“We’re not going to make it,” Penny said. 

“WHAT?”

It was an especially bad miscalculation, given that she was supposed to have unparalleled computing power. “Even at the most optimal glide ratio, I will descend below the treeline approximately one hundred feet short of—”

Suddenly, something was pushing up on Penny from beneath. She looked down and realized that Weiss had cast one of her glyphs beneath her, and it had just slowed their descent immensely.

“Does that help? Please tell me it does.”

“Yes! Yes!” she said, recalculating. “We can make it now if—”

“Penny. The Geist is catching up to us.”

Right on cue, a splintered tree branch flew by Penny’s head.The problem with gliding was that if you wanted to go faster, you had to descend faster. And they quite literally could not afford to descend any faster right now. Penny could see the Geist getting closer and closer on her radar, the fire from its machine guns growing more and more ferocious—

And then just as the Geist was about to be within arm’s reach, gunfire broke out from the forest floor almost directly beneath them, peppering its main body with fire that, while ineffective, pulled its attention away from them.

“Yang! Blake!” Penny said joyfully. She hadn’t even checked her infrared, but they must’ve caught up as they were gliding, noticed their predicament, and laid down covering fire. “We’re going to make it! We’re going to make it! We’re going to—” Penny faltered as they closed in on the treeline. “We’re… going to hit that tree.”

And then they did. Fortunately, it was literally the last tree before the forest gave way to open field. Just before impact, Penny whirled around in midair, putting herself between Weiss and the tree, and her right wing hit the trunk first with a worrying crunch. They bounced off it and spun downward, cascading through branches and leaves, and landed in an unceremonious heap on the ground. 

For a few moments, there was complete silence as Penny listened to yet another wave of alarms for her flight mode, each of them more severe than the last. 

Weiss rose to her feet and let out a groan. “I will… never… disparage the quality of comfort on an Atlas-to-Vale flight… ever again.”

“Are you okay?” Penny said. 

“Yes. You?”

“I’m sensational!” Penny jumped to her feet and tried to retract her wings. They jerked, moved an inch, and stopped. There was a loud metallic _clang._ And nothing else happened. Well, one thing did happen. She got more warnings about how damaged her wings were.

A cacophony from the woods pulled her attention away. “Let’s fight that Geist!” she said, drawing Luminous Electra. She could worry about her wings later.

She and Weiss backed away from the forest as the trees nearest to them began to shake. Blake and Yang came sprinting out of the undergrowth, firing behind them as they went. And seconds later, the Geist burst out, tossing aside several trees as it stomped into the open.

“Great! The gang’s all here!” Yang said, coming to a stop next to Penny and Weiss. “Now we can die together!”

“Die?!” Penny repeated, glancing at Yang, who looked oddly cheerful for someone who’d just made such a pronouncement. “Does our outlook seem _that_ poor to you?”

“Oh, sorry. Joking,” Yang said, cocking her gauntlets.

Ah. Sarcasm. Again.

“We got it away from the trees.” Blake glanced at the wide-open field behind them. “Now we need to figure out how to kill it. And I’ve got an idea.”

The Geist, for the moment, seemed to be preoccupied by the sudden change of scenery. It glanced around in confusion, completely ignoring them.

“Let’s hear it,” Yang said.

“Weiss, how many of those symbols can you do at once?”

“As many as you’ll need. And they’re called _glyphs.”_ Weiss said, looking none too pleased at having to repeat her definition. Blake ignored Weiss’s displeasure and looked at Penny.

“Penny, your jetpack—?”

“Not working,” Penny said, while frantically trying to restart the left thruster. There was nothing actually _wrong_ with it as far as she could tell, but whatever electrical short the right wing had caused was _clearly_ keeping it from restarting. 

“Okay. We’ll have to—” 

Whatever Blake was going to say, it was lost to the annals of time, as the Geist chose that _exact_ moment to charge at them again.

Penny and Weiss broke left, and Blake and Yang went right. The Geist went after Blake and Yang, coming just inches away from their backsides with a swipe of its arms.

With the Geist’s back turned to them, Penny and Weiss launched another salvo at it, Penny switching her sword to Fire Dust.

“Do you know what Blake’s plan is supposed to be?” Weiss asked, twirling her rapier in a complex series of motions. A giant glowing glyph appeared under the Geist’s legs, tossing the metal beast sideways in a cloud of dust. 

“I have a good idea!” Penny was still trying to restart her left thruster, and she was still getting an error message tossed back at her every time she tried it. What was going _on_ back there? 

Unfortunately, all Weiss’s glyph had done was turn the Geist’s attention onto them as it immediately recovered from the fall. It was stamping towards them again, raising its massive arms. 

The most logical thing to do in such an instance would be to dodge out of the way of such an obviously telegraphed move. But this was the first day at Beacon, and Penny felt like showing off a little. Besides, she had to impress these people who could very well be her future teammates. So she set her legs, raised Luminous Electra in a double-handed grip, and braced herself. 

The Geist brought down its arms on Penny with a deafening _CLANG,_ and she moved exactly 0.3 inches. Penny was choosing to believe that right now, if a Geist could look surprised, it would... look surprised. And then she shoved _upwards,_ and the Geist was sent stumbling backwards, its attack returned with an even stronger force. Showing off was fun!

“How can you just _do_ that?” Weiss said, staring at Penny open-mouthed. “I know it’s your semblance, but you act like your body’s indestructible!”

Penny froze. Showing off was a mistake. Thankfully, she was saved from thinking of an acceptable reply when more action from the other half of the battle caught their attention. 

Blake was tossing her pistol to Yang—with her ribbon attached on the end, it stretched out between them—making a perfect tripwire for the Geist as it staggered backwards. It never saw it coming. Blake’s ribbon caught the creature’s leg. It stumbled again, and for one exciting second, it was tipping over. 

But then it swung its arms around and somehow arrested its descent—before whirling around and kicking Blake sideways.

Penny lowered her sword, watching the Geist make another pass at Blake as Yang rushed to defend her. “Even if we trip it, it knows how to get back up! This is a smart one!”

“Great! How does that information help us right now?” Weiss said, reloading furiously.

“It doesn’t! I just thought it was a fascinating observation.”

“So we’re—”

The Geist turned a minigun on Penny and Weiss at that moment, and they scattered to avoid getting hit. But the Geist chose to follow Penny with its gun, the breeze from the bullets whistling just inches from her hair. A few did bounce off her Aura, but it held strong. For the moment. 

“ALL RIGHT, GIVE ME SOME OF THAT!” Out of nowhere, Yang slid in front of Penny and immediately took a faceful of bullets. 

“Yang!” Penny cried, reaching out, but Yang just looked back at her with a grin as bullets bounced off her Aura. And then the Geist was distracted again as Blake ran between its legs, hacking at what would be its ankles—if a Grimm made of airship wreckage had ankles. Penny took the opportunity to check Luminous Electra’s Dust levels. She was out of Gravity Dust, and almost out of Fire Dust. This fight needed to end soon.

“Man, what I wouldn’t give for a speed semblance right now,” Yang grumbled, reloading her gauntlets. “Something this big shouldn’t be able to move that fast.”

“Oh! Speaking of moving!” In all the chaos of the fight, she’d completely forgotten to check her left thruster again. Maybe the break had given it the time it needed to sort out its electrical nonsense. She restarted it once more, hardly daring to hope, and—

Nothing. Not even an error message this time. Penny stamped her foot in frustration. A new approach was needed. It was time for… concussive maintenance.

“Yang?”

“Yeah?” 

“Please kick my jetpack.”

_“What?”_

“Kick it in the left wing on the lower side. Any force will be sufficient.”

“If you say so!” _WHAM._

Yang had chosen to kick with a very large amount of force, and the reaction was immediate. The thruster came back online with a roar, and Penny rose into the air. 

“That _worked?”_ Yang said, taking a step back. “Holy shit."

It _had_ worked. Concussive maintenance. Always a terrible idea, but sometimes the _best_ terrible idea. Except. There was one problem. The thruster had turned on by itself. And it was not turning back off, no matter how many times she sent the shutdown command. In fact, the thrust level was rapidly _increasing._

“Thank youuuu!” Penny called out as she zoomed upwards. At the moment, there wasn’t much else she could do besides fly. She turned her attention back to the fight, zeroing in on the Geist. She buzzed its head from behind as it was trying to grind Blake into dust, and Blake saw Penny fly overhead.

“Penny!” she shouted, throwing her pistol towards her. 

Penny reached out and caught it before giving Blake a questioning look. Blake made a twirling motion with her fingers and pointed at the Geist. And Penny understood immediately. That was a _brilliant_ idea. 

She dove for the Geist as it made attempt #17 to squash one of them—it was Weiss who was currently the target, but she was doing an admirable job keeping it off-balance with repeated attacks with her Ice Dust. And the Geist was so caught up in trying to go after Weiss that it completely failed to notice as Penny came soaring in and swooped around its legs, wrapping Blake’s ribbon around them. Finally, as she came back for her second go-round, the Geist noticed her going past its head—but before it could make a move, Yang came charging at it from below and fired point-blank into its legs. That pulled its attention yet away, and it turned both of its machine guns on Yang at once—but Yang didn’t even try to block. She stood there, grinning, for one, two seconds, and then—

Instead of gunfire, there was nothing but a rapid clicking. Penny, just finishing her fourth cirle with Blake’s ribbon, glanced over and realized that the miniguns had finally, _finally_ run out of ammo. The barrels, still pointed at Yang, were spinning pointlessly.

The Geist, suddenly noticing that its two best weapons were now useless, might’ve retreated at that point if it weren’t for what Penny had been doing for the last twenty seconds. 

As she came out of the final turn, she had wrapped Blake’s ribbon so securely around the Geist’s legs that it was practically immobile. Of course, it didn’t know that yet.

Penny swooped low, stabbed Blake’s katana into the ground to anchor the ribbon, and pulled up just as the Geist took one step—one _attempt_ at a step—and came crashing down, kicking up a spray of dirt and grass. However, even without legs, it raised its arms, still trying to push itself up—

“Yang?” Penny heard Blake call.

“I’m READY!” Yang replied, followed by the sound of... an explosion? 

Penny looped back around, still trying to negotiate her completely-stuck thruster, and had just enough time to process the fact that Yang’s hair was somehow _on fire_ before Yang fired both of her gauntlets behind her, sending her speeding through the air towards the prone Geist, flames streaming behind her and her eyes glowing redder than her scarf.

Yang slammed a single fist into the Geist, and there was a sound like a thunderclap as every part of the Geist not tied to the ground went flying. The arms, the fuselage-torso, the miniguns, and several random pieces of wreckage all went flying in different directions. The fuselage itself, where the Geist still resided, bounced and tumbled several times before coming to rest in the middle of the field, a massive dent in its back where Yang had hit it.

Penny stared. Or, at least, stared as well as one could stare while flying through the air at a high rate of speed. That had _not_ been a normal punch. And Yang’s hair was no longer on fire.

“Weiss!” Blake yelled. 

Weiss waved her hand, and circles of black glyphs appeared around every strewn part of the Geist, locking them down. 

Black Grimm arms shot out from the fuselage, darting across the clearing and latching onto the scattered parts, but when the Geist tried to pull them back to the main body, Weiss’s glyphs held strong. The Grimm had been rendered completely immobile.

Penny, still circling above, saw her opportunity. She flicked a switch, and Luminous Electra’s Dust barrels folded back into the blade. The Dust cylinder, set to Fire Dust, had just enough left for the final move. She pulled the trigger, and instead of firing a Dust bullet, the Fire Dust spread down the middle of the blade, igniting as it went. 

When she’d told Jaune yesterday that she could turn the blade into a “flaming weapon of complete and utter destruction,” this was what she meant. She was now wielding Luminous Electra as an eight-foot-tall pillar of flames that was still very, very sharp.

She flew towards the Geist, positioning herself above it, and then dropped into a steep dive, Luminous Electra held in front of her and pointed directly at the burning eye of the Geist, trapped behind the bullhead canopy.

And then mid-dive, her left thruster coughed and died. 

Well. She was just falling now. Still, that didn’t change her plan.

Luminous Electra punched straight through the canopy, sending up a spray of broken glass, and went straight through the eye of the Geist. The Geist exploded into black dust even as the blade kept going, piercing through the other side of the wrecked bullhead and finally grinding to a halt, embedded in the ground. 

Just like that, the fight was over. 

Penny lowered herself to the ground, kicking aside a cloud of dissolving Grimm gunk. She yanked Luminous Electra out of the soil, stepped out of the now- _very-_ wrecked bullhead, and looked around. 

The various bullhead parts now laid in disarray all over the field. Yang had gone to one knee and was taking deep, heaving breaths. Weiss’s glyphs disappeared, and she began to sway like she might fall over. Seeing Blake run over to check on Yang, Penny decided that she could check on her own partner. 

“Weiss?” she said, appearing by her side and holding her by the shoulders to steady her. “Are you okay?” Her vitals seemed just fine, aside from a heart rate that was very elevated for obvious reasons. Nothing that suggested an incoming medical emergency.

“I’m fine,” Weiss gasped out. “I just—just need a minute.” 

“Excuse me, are you okay?”

Penny looked up to see a towering redhead standing before them. This was the same girl who had skewered a Deathstalker’s eye with her spear from fifty feet. Height: Six feet five inches. Eye color: Green. Outfit—

“I’m sorry we couldn’t help you,” she continued, interrupting Penny’s analysis. “We were across the ravine when we saw you come out of the woods, and the Nevermore destroyed the bridge. By the time we got back across, it looked like you had the situation under control.”

Weiss let out a groan. “If that was having things _under control,_ I can’t imagine what it’ll look like to you when we actually mess up.” She looked up and squinted at Penny. “Your wing is smoking.”

“It’ll be fine. It’s all electrical.”

“It’s smoking harder.”

“I stand corrected. May I borrow some Ice Dust?”

* * *

**Notes for the Chapter:**

> So... You know how Penny has a flight mode in the RWBY manga? Yeah, I'm a big fan of that, so we're going to see more of it in this fic. Thanks for reading!
> 
> If you want to reblog desib717's fanart, here's a link to her original post: https://desib717.tumblr.com/post/627267898429374464/decided-to-draw-pennys-redesign-from
> 
> You can follow me on tumblr at https://bionic-jedi.tumblr.com/ where I'll post updates to this story and also post about Nuts & Dolts and RWBY in general a whole lot!
> 
> Or you can follow me on twitter where I'll do the same! https://twitter.com/bionic_jedi


	5. What's In A Name?

“Penny Pallas. Weiss Schnee. Blake Belladonna. Yang Xiao Long.”

Safely out of the Emerald Forest and with all electrical fires now extinguished, Penny was bouncing in anticipation as she stood onstage before Ozpin with her new teammates.

 _Her new teammates._ Just the simple action of thinking about that phrase made her vibrate. Her team was being formed, and they were only seconds away from being named! This was so _exciting!_

The only thing that was making this moment less-than-wonderful was the fact that her wings were still refusing to cooperate in any way, shape, or form. And, still extended in a crowded space, they were causing… problems. She’d already accidentally hit Weiss, and just a minute ago the only thing that stopped her wings’ casualty count from doubling were some sharp reflexes on Blake’s part.

And she had seen the strange looks that other students were shooting at her wings. Although, to be fair, the unwanted attention could be due less to the fact that she was still wearing her ‘jetpack’ and more due to the numerous dents and scorch marks. However! There was no need to dwell on the unwanted attention anymore, because her team was being formed!

“The four of you collected the white knight pieces.”

She had been thinking over possible team names in her head ever since the four of them assembled in the Emerald Forest. And she hadn’t thought of a single working combination of letters despite thinking through every possible permutation. Wubyip? Yapwab? Pwiyb? Bipyaw? It was an impossible feat. 

And an even more important question was who would be their leader? Could it be _her?_ Leading wasn’t something she’d ever had the chance to do, but that wasn’t her fault! Maybe this would be her chance! Still— best not to speculate—it wouldn’t be good to get her hopes up that she’d be team leader, only to be disappointed if someone else was chosen. It would be unkind to have a bias against their leader from the start. 

“From this day forward—” 

Penny took a deep breath and tried not to let her thoughts go into overdrive. This was it. Her team was being formed. From this day forth, she would be working with these three girls to protect humanity itself. They would face mortal danger on a daily basis, going head-to-head with countless terrifying beasts, horrors beyond anything the average civilian could imagine. Who knew what strange, exotic Grimm she would face? An airship-possessing Geist was just the tip of the iceberg! But, more importantly than anything else, they would be _living together_ for the next four years. Which basically meant a sleepover together every night, right? She’d always wanted to have a sleepover! Would hair-braiding be involved? Was her own hair long enough to be braided? Hmmm. Longer hair could be fun! But to get that, she would have to figure out the exact chemical formula for the polymers that her hair was composed of—she still hadn’t figured it out. Maybe they would paint each other’s nails! Would nail polish stick to her synthetic fingernails? She would have to investigate. Pillow fights? What about pillow fights? Would they have those? She’d _always_ wanted to have a pillow fight. The idea seemed so novel! It was combat without the possibility of anyone getting hurt!

“—You will work together as…”

Ozpin paused to take a breath, and was it a glitch in Penny’s emotional analysis systems, or was there the tiniest upward curl at the corners of his lips?

“Team Biceps.”

In the brief moment of silence that reigned as the name sank in, only one sound broke it. 

“Team _Biceps?”_ Weiss squeaked, every ounce of color draining out of her face.

Penny looked up in time to see their letters being rearranged to form “BXPS” on the screen above them. The choice was quite ingenious! In all the possible letter permutations she’d considered, she’d never thought to use Yang’s X for that sound!

And then the audience finally reacted, the upperclassmen bursting into what was objectively the loudest round of cheers for any team that day, accompanied by scattered hoots and whistles, and at least several overlapping chants of “Biceps! Biceps! Biceps!”

Ozpin held up a hand for quiet, and as the noise died down, he continued to the most important part. “Led by… Blake Belladonna.” 

“Yes!” Penny said, turning to Blake. “Congratulations!” Blake had _more_ than earned this honor, and she was ecstatic with the selection.

Blake was staring at Ozpin with wide eyes, and she didn’t seem to register the congratulations that Penny and Yang were offering her at first. “Um. Thanks, guys,” she said finally, giving them a smile that looked very… odd to Penny. 

_“Biceps?”_ Weiss repeated, appearing to have taken absolutely no notice of Blake’s selection as leader.

“That concludes the initiation,” Ozpin announced. “Will the—”

Another, more synchronized chant of “Biceps! Biceps! Biceps!” broke out from the upperclassmen and quickly grew in volume. Ozpin, apparently accepting that he couldn’t quell this disturbance, took the moment to glance back at Penny and the others, and that was not a glitch in her analysis, she decided. There was _definitely_ a tiny smile on his face. Possibly the smallest smile she’d ever detected.

“You may leave the stage, Team BXPS,” he said, his voice perfectly even and measured. “Congratulations. It’s not often that a new team gets such a strong welcome.”

As the newly-minted Team BXPS made their way off the stage, Weiss looked closer to passing out right now than she had after the Geist fight, and Penny edged closer to her just in case she needed to be caught. Meanwhile, Blake’s lips were twitching noticeably, her surprise at being selected as leader dissolving, and Yang simply had a massive grin on her face. 

Yang glanced back at the stage. “So... Did Professor Ozpin just make a pun, or did I imagine him saying ‘strong welcome?”

Weiss staggered over to the first row of auditorium seats and sat down heavily. “BICEPS?” she repeated, her voice even higher than before. 

Yang sat down next to her and patted her shoulder. “Weiss, how are you doing?” 

“I…” Weiss threw up her hands. “Biceps are NOT a _color!”_

“You sure about that?” Yang rolled up her sleeve and began flexing her arm. “Biceps equals skin tones, so… it passes muster for me.”

“We cannot—we _cannot_ be a Huntress team named _Biceps!_ It’s disgraceful! It’s unprofessional! No one will take us seriously!”

“Come _on,_ Weiss! _Team Biceps!”_ Our slogan can be…” Yang leaned over, almost falling onto Weiss’s lap, and stuck her own bicep directly in front of Weiss’s eyes. “WELCOME TO THE GUN SHOW!”

Weiss pushed away Yang’s arm and proceeded to bury her face in her hands. “I cannot believe,” she said, her voice muffled, “That I have the misfortune of being on a team with the _one_ person on the planet who likes this name.”

“Two people.” Blake sat down on Weiss’s other side. “I don’t think it’s so bad, Weiss. We’re going to have plenty of seriousness to deal with in the future, so why not have some fun with our name?”

“Not you, too?!” Weiss’s eyes shot back and forth between Blake and Yang before her frantic gaze landed on Penny. “Penny?” Her voice bordered on pleading as she asked, and before replying, Penny took a moment to note that this was perhaps the first time that Weiss had shown any emotional vulnerability towards her.

“I think it’s just fine!” she said, and she meant it. One of her smaller worries leading up to initiation had been, what if they’d gotten a dreary-sounding name? Team Sad? Team Despair? Team Frown? But Biceps was nice! It was interesting and unique—both of them qualities she wanted in a name.

Blake shrugged. “Sorry, Weiss. You’re outvoted.”

“Besides.” Yang motioned to Penny. “It’s the _perfect_ team name for the team with the strongest person at Beacon!”

Penny gulped and nodded, plastering a smile over her face, but her reaction thankfully flew under the radar. Weiss’s expression had grown more and more twisted at Yang’s attempts to convince her, but anything she might’ve said was cut off by the approach of team JNPR. 

“What’s this I hear about the strongest person at Beacon?” came the voice of Nora, bounding over to them. “It better be ME that you’re talking about!” 

“Nope!” Yang said, popping the ‘P.’ “Penny stopped a sentient two-ton airship dead in its tracks. You can’t beat that.”

“Eh…” Nora crossed her arms, squinting in thought, before shaking her head. “Bet I could do it, too. Right, Ren?”

“I would advise against trying it.”

“Hmph. Fine. But—” Nora wheeled, jabbing her finger into Penny’s midsection. “We are _so_ going to arm-wrestle!”

“Okay!” Penny gave Nora a nervous smile and turned to Jaune as fast as she could. She wanted to congratulate her friend! And she also was anxious to avoid interaction with the scary electrical arm wrestling girl! “Congratulations on becoming team leader!” 

“Thanks. Yeah… I gotta be honest, I wasn’t expecting that.” Jaune scratched the back of his neck as he glanced over the rest of Team BXPS. “Crazy day, huh?”

“Agreed! I have never had an engagement with the Grimm as unique as today’s events.” 

“Oh, yeah. I thought we had it tough with a Deathstalker AND a Nevermore, but a Geist with _machine guns?_ Congratulations on beating it.” After a moment, he added, in what seemed to Penny a quite sincere tone, “And your name is awesome, too.”

“See, Weiss?” Yang said. “We’re _awesome!_ Isn’t this better than being named after a tree? Sorry, no offense,” she added quickly, turning back to JNPR. “Trees are great, but I’m just trying to convince Weiss this isn’t the end of the world.”

“None taken.” Pyrrha spoke up, giving Blake an appreciative look. “You were an excellent choice for leader, Blake. You made some inspired strategic decisions during your fight with the Geist.”

Blake smiled at Pyrrha’s words, ducking her head. “Thank you. I—” 

The whine of microphone feedback brought the possibility of further conversation to an end, and BXPS and JNPR turned back to the stage as Ozpin tapped the microphone. The auditorium was significantly emptier—the upperclassmen had lost interest in chanting “Biceps!” and finally departed. He leaned into the microphone. “If the first-year students would check their scrolls now….”

A slight buzz, barely audible to Penny’s sensors, filled the room as everyone’s scrolls vibrated simultaneously.

“You all have just received your Beacon login credentials,” he continued. “You should now be able to log into the student portal and find your room assignment, class times, and other vital information you will need in the coming weeks. I advise you to examine it with care. That is all I have to share with you tonight. Your baggage has been delivered to your rooms, and you are now free to retire to them.” 

“Room assignments!” Jaune opened his scroll. “Where are you guys?” 

“Well... ” Blake tapped on her scroll, pulling up the assignment while Penny, Weiss, and Yang looked over her shoulder. “West 502.” 

Jaune looked up from his scroll. “Hey, we’re in West 503! We’re hall buddies!”

An excited babble of “Hall buddies!” form all corners came in reply, and Penny took a moment to revel in the fact that she would be living across the hall from a friend, along with three other possible friends who seemed quite nice. Yes, she was counting Nora as a possible friend, despite how scary she seemed. Who was Penny Pallas if not someone that would let a little fear stop her from making friends? 

“And now we can sleep,” Blake said. “I can’t speak for all of you, but I’m beat.”

“Mmm. Same,” Yang said with a yawn, and even Weiss paused in her procession through the five stages of grief to nod along in agreement.

Penny glanced between the members of her team as they filed out of the auditorium, thinking fast. If Blake, Weiss, and Yang were going down to their room now, this could be the perfect time to repair her wings. 

They were approaching the elevators now. “I’m going to go down to the workshop and fix my jetpack,” she announced.

Weiss glanced back, squinting at Penny. _“Now?_ You’re not going to get some sleep?”

Oops. Time to deflect suspicion. And for once, she didn’t have to hide the truth. “If I leave it like this, it might catch fire again. I believe that setting our room on fire during our first night as a team might leave an unfavorable first impression with the administration.”

“Oh,” Weiss squeaked, taking a step away from Penny as the elevator opened with a _ding_ . “Well... Don’t stay up too late. We _cannot_ be late to our first class.”

Penny didn’t move as Blake, Weiss, and Yang stepped into the elevator.

“What time is our first class?” Blake asked, pushing the button for the fifth floor.

Weiss rapped her scroll. “Nine o’clock _sharp._ On the other side of campus, I should add.”

Blake let out a nervous laugh. “This… might be a bad time to mention that I don’t own an alarm clock.”

“Neither do I,” Yang said, scratching the back of her neck. “Whoops.”

As the doors slid shut, the last thing that Penny heard was Weiss squawking, “Do _either_ of you understand the concept of time management?!”

* * *

Now in a very different part of Beacon, Penny looked down the hallway one way. And then the other way. And then she checked her radar. And did an infrared check, for good measure. Because there was always the chance that someone with an invisibility Semblance had followed her. But—all clear.

She tapped the keypad on the door, quickly entering a 64-digit randomized alphanumeric passcode (easy for her, and only her, to memorize), and the door slid open with a friendly chirp. Anyone who somehow managed to figure out the passcode would’ve found themselves in an elevator with exactly one button, one slot, and one sliding panel in the wall. That was because there were only two people in the entire world that could’ve operated this elevator: Her, or Ozpin. 

As soon as the elevator was closed, she ran radar and infrared checks on the elevator’s interior itself. Because there was always the chance that someone was already in the elevator and waiting for her.

It was actually quite obvious what the slot in the wall was for, because it had the unmistakable outline of Ozpin’s cane. That wasn’t for Penny. She pushed the button, and the panel—the only other feature in the elevator—retracted. A cable with a hexagonal connector slid out. It was a cable unlike any other in the world—at least, to her knowledge. She reached up and loosened her bow, turning it in a complicated series of motions before it unlatched from her head. Her fingers brushed over the small hexagonal data port built into her head that was normally hidden by her bow, and she reached for the cable.

Of course, she always checked the cable for any sign of tampering. Because there was always the chance that someone had gotten into the elevator, inserted some sort of electronic hacking device, and left before anyone could notice. 

No, Penny was not paranoid. Paranoid people were afraid of what might happen because they _didn’t_ know what might happen next. But she could plan for hundreds of outcomes for any given situation, so she _always_ had an idea of what might happen next! Most situations only needed six possible outcomes to be planned for, but when it came to keeping her own secrets, she liked her plans for possible outcomes to be near the triple digits. 

Satisfied that the cable was safe, she plugged it into the port in her head and simply thought: _Up._ And up the elevator went.

The port in her head was meant for some sort of technological interface, but Penny had never seen any kind of technology that used her type of connector. To create an interface with this elevator, she’d had to reverse-engineer the entire connection. 

The elevator stopped with a _ding._ She unplugged herself and stepped out into a circular room with a high, vaulted ceiling. Far above, giant windows took up the entire walls, letting in enough moonlight to illuminate the room by itself. Floating green lights in the ceiling cast an ethereal glow over everything. A spiral staircase climbed up the walls, leading to a balcony that came level with the giant windows. If she chose to go up there, she would be looking out over Beacon’s campus. 

This was the top of one of the academy’s smaller towers, and it was her workroom. When she needed to repair herself, she came here.

She went to pull off her fake jetpack. Only to realize that it wasn’t really possible right now because it could only come off when the wings were retracted. But in order to retract her wings, she needed to fix them. But in order to fix her wings, she needed to have her jetpack removed. But in order to have her jetpack removed, she needed to fix her wings. But in order to fix her wings—

Penny sighed.

She was very glad for the ability to sigh. As someone who didn’t actually need oxygen to live, it could’ve been optional. But she had breathing functionality! Although, it technically wasn’t breathing if it served a completely different purpose for her than it did for other people. Her ‘breathing’ served to help cool down her body and prevent overheating, rather than give her lifegiving chemicals. (Which, she had been startled to realize a long time ago, made her somewhat like a dog.)

It also meant that sometimes her exhalations became hot enough to be fire hazards. For that reason, she was not allowed to enter Beacon’s library in the first fifteen minutes after an engagement with Grimm. She hadn’t known that the flashpoint of some types of paper could be so _low._

Anyway! Sighing! It was a very good action to do, because it felt very emotionally relieving, and she was sighing now because she was going to have to use the angle grinder, which meant that she’d have to use the arc welder later, which meant that she’d have to—

It was going to be a long night. 

Penny did not want to be here. She wanted to be with her team, celebrating their first night together and putting on pajamas and going to sleep like a normal girl would. That was how the first night at Beacon was _supposed_ to be. But because her body worked differently, she was here, alone and trying to fix something that other people didn’t have to deal with. 

She walked over to the nearest workbench, where the angle grinder was exactly where she’d left it two weeks ago when she repaired a dent on her foot. Unfortunately, she realized as she picked it up that the blade was too dull.

By itself, it was a very simple fix—nothing more than taking a new disc from one of the cabinets along the wall and replacing the worn-out one. By itself, it wouldn’t take more than a minute to complete.

But it wasn’t by itself. It was one more task on top of a quickly growing stack of them, the tipping point which sent a fresh wave of anxious thoughts rolling through her as she opened the parts cabinet. Was this what the rest of her time at Beacon would be like? It was all too easy to envision more mechanical problems, more complicated repairs, all of them separating her from her teammates and making it impossible for her to bond with them. How was she supposed to make friends when she was too busy trying to arc-weld a new panel into her arm?

Her teammates were likely having an exciting conversation in their dorm right now, recalling the events of the day with happiness and admiration, and she was completely absent from this bonding activity, stuck alone until her body was working properly. 

Oh no, what if they were talking about _her?_ What if they were talking about how strange she was? What if they were figuring out _at this very moment_ that she was a synthetic person? What if they had decided to kick her off the team already? What if they were already petitioning Ozpin for a new teammate? What if Ozpin would be coming up the elevator in just moments to tell her that, despite all her attempts to appear as normal as possible, she had been found out and that she could no longer be a huntress because clearly she was too strange and different? What if—

And then the elevator beeped. Penny’s eyes flew to the screen by the door, and her eyes widened as she took in the message displayed. Ozpin had just entered the elevator, and was waiting for her approval before going up.

Almost unable to control her movement, she reached out and tapped out a permission. And then she didn’t move until the doors opened and Ozpin stepped out, tapping his cane lightly against the floor.

“Penny, how are you—”

“Do they know?” she burst out.

Ozpin, stopped short by her words, blinked once, twice, and then shook his head slowly. “No, Penny. None of your teammates know. I only came up here to make sure you’re alright.”

“Oh.” Suddenly, Penny felt tremendously useless. How was she supposed to be a good Huntress when she couldn’t stop herself from worrying about this? But logically, the only way to stop worrying was...

She turned away from Ozpin, her gaze passing over the various pieces of industrial machinery and the cabinets of raw materials around the room before she found a blank section of wall to stare at. She hugged herself tightly, trying to quell the rising pressure in her chest and throat. “I’m—I’m going to have to tell them.” 

“Sometime, perhaps,” Ozpin said, and his reply sounded so noncommittal that she whirled around to face him. Could he possibly be saying… that she _didn’t..._

“Surely I have to tell them? I shouldn’t hide this from them! They deserve to know that—that I’m different, and that there’s people who might be out to get me, and—” Penny forced herself to stop. She could feel her body temperature starting to rise, the stressful situation sending her processors into a frenzied whirring. How could her new teammates be her friends if she told them? How could they be her friends if she _didn't_ tell them?

A sensation on her shoulder broke up her thoughts. Ozpin had crossed the room to lay a hand on her shoulder, and he was looking directly into her eyes. “Telling someone your deepest secrets, the ones that you’re most afraid to let go of, is something that’s incredibly hard to do. You may indeed tell your team about yourself someday, but that should only come when _you_ are ready.”

Penny stared back. She _wanted_ to believe what Ozpin was saying, she _wanted_ to have a reason to put off telling them, but it still felt horrible. “What if I’m never ready?”

“Never is a long time. Longer than you might think.” 

Was that a joke? It couldn’t be. Ozpin’s expression looked far too serious for it to be a joke. Unless it was sarcasm—

“Your secrets and your past are your own, Penny—not someone else’s to demand from you. In the end, nobody will make you say anything except yourself.”

Not sarcasm, then. And his words gave Penny the best answer of all the outcomes she’d considered for this conversation. “I _will_ tell them.” She paused upon realizing the words had come out with more force than she’d intended, rumpling the hem of her skirt in her hands, and then she turned back to the angle grinder. “But... not yet.”

“I understand,” Ozpin said. 

_He understood._ That was all Penny needed to hear before she darted forward and wrapped her arms around Ozpin. She couldn’t hug him when there were other students around because first-year students weren’t supposed to be friends with the Headmaster, so she’d resolved to just give him _extra good_ hugs when the opportunity arose. Like now.

“Thank you!” she said. 

‘Of course.” Ozpin was silent, and then he added in a slightly strained tone, “I do need to breathe, Penny.”

“Oh! Sorry!” Penny jumped back. “Are you all right?”

Ozpin chuckled. “Perfectly. It’ll take more than a little suffocation to stop me. But... I’m afraid that the work I have to do tonight may do exactly that. The night after initiation is always a great deal of work.” He turned to the elevator, and then looked back over his shoulder. “You won’t mind if I leave you to your repairs?”

“Not at all!” Penny waved cheerily. “Good night, Professor!”

“Thank you.” Ozpin leaned his cane against the elevator wall, and then, just as the doors were about to close in front of him, he spoke again. “I have great confidence that your teammates will understand, too.” 

Penny listened to the _whoosh_ of the elevator descending for a moment before picking up the angle grinder to finish the blade replacement. _Would_ her teammates understand? Yang was her friend, after all. Blake seemed very nice. Weiss… 

She decided not to think further about it tonight. It was time to start the repairs, and they would require nothing less than absolute focus. Millimeters mattered here. Even so, this was the easiest thing to confront right now She walked over to the other side of the tower, where a robotic arm sat dormant. It was what she relied on to complete the repairs that she couldn’t do herself. Such as taking off a fake jetpack that was stuck to her back. With repairs, there was a clearly defined set of steps to follow, and they would always yield the same results. Aside from combat, it was the most straightforward thing in her world.

“Salutations!” she said with a newly resurfaced cheer, patting the arm’s cool metal elbow and unhooking another interface cable attached to it. The arm wasn’t supposed to be sentient, but being nice to machines was always a good plan of action. Humans could be so _mean_ to machines sometimes, and what if one _did_ have a soul and was just afraid to show it yet? 

She powered the arm on, waited patiently while it made all its usual startled boot-up sounds, and plugged herself in to it and sat down. She swung the arm over to investigate her back more closely, only to sigh again as the full scope of the repair became apparent to her. This job would take a long time.

At least she didn’t need to sleep! Well, she didn’t _need_ to sleep like other people did. What she _could_ do was enter a mode of reduced power consumption that was sleeplike in appearance—optional, but good for conserving battery, running diagnostic checks, and charging faster. Her father, whoever he had been, had been very good at making real mechanical functions in her body mimic biological functions. She had long ago arrived at the conclusion that her father was very smart.

Her father. The person who had built her. Penny wished that someday she would have a better way to refer to him. Maybe when she was a successful Huntress capable of protecting herself, she would be safe enough to know the truth. But until then, when she wanted to feel close to her father, this room was where she came. It was the closest connection she had to her past. Because this was where her memories began.

* * *

**_Some time ago_ **

Penny opened her eyes, very quickly realizing that a significant amount of time had passed since she’d last been conscious. She was sitting in a chair at a small table in a circular room, and a man in glasses sat across from her.

“Salutations!” she said immediately, initiating greeting protocols. “My name is Penny… Penny… Penny…” She trailed off, struggling for the next word, and it was only then that she realized that something was very, very wrong. She _had_ a last name, she was sure of it, but… she couldn’t remember it? It was just… gone from her memory. And it quickly became apparent that her surname was not all that was missing. She had no idea of what had happened before she arrived in this room. Or... _how_ she had arrived here. Or… _any_ idea at all of what had happened in the previous days… weeks? _Months?_

There was no before. She had no memory. 

The only hint that she’d ever existed before was a definite sense of years passing. A feeling that there _should_ have been something in her memory, something to fill in the before. A before that had lasted a long time. She had existed. She was sure of it. But where? And with who? And why could she not remember anything?

Penny closed her eyes and tightened her fists, trying to hold in a growing panic. There were too many questions. And no answers at all. She… did she even know who she was? 

_No._ She _did_ know who she was. She was Penny, she was a _girl,_ and she _existed._ She liked fireflies and she liked laughing at things with somebody else and she liked the color green and she didn’t like the noise that jet engines made and she didn’t like when people treated her as if she didn’t have any feelings and she didn’t like the rain. 

She wasn’t sure _how_ she knew these things, but she did. And if someone asked her how she knew those things when she didn’t remember anything about her past, she couldn’t explain it. It was just… there. Parts of her, just as much parts of her as the servos in her elbows or the sensors in the tips of her fingers.

The panic didn’t abate, but it stopped rising up in her and making her feel as if she was about to malfunction horribly. She had herself, and that was enough for now.

She opened her eyes again and looked up at the man, fully analyzing him for the first time. Hair color: silver. Eye color: brown. Outfit: black coat, black pants, green vest. Heart rate: normal. Accessories: coffee mug in hand. Cane leaning against the table. Current emotions: concerned. Identity… known? This was… Professor Ozpin, the renowned headmaster of Beacon Academy. Which meant… he was _likely_ trustworthy. How did she know who he was? 

Well, he was a well-known individual. It simply could’ve been common knowledge dropped into her memory banks. Any _personal_ memories were gone, but there was an accumulation of _general_ knowledge in her memory banks still, non-specific knowledge that could’ve been picked up by anyone from any corner of Remnant. For example, she could name every species of Grimm known to populate the continents, but… how she had actually _acquired_ that information, she couldn’t know. _Which_ Grimm had she fought, exactly?

Wait, why had that question even come to her mind? Had she fought Grimm before? Penny blinked, shaking her head as if to try to shake loose memories that were refusing to appear. This was a useless endeavor. She needed help. Which meant addressing Ozpin.

“I… I am missing critical information from my memory banks,” she said finally, hoping that her voice was the right mix of pleading and cautious and without sounding too scared. “What has happened to me?”

“You have had most of your memory erased,” Ozpin said.

His words were like a mountain collapsing on top of her. _Erased?_ By _who?_ Surely not… by Professor Ozpin? Did he have some sort of nefarious motive? But if he had erased her memory for malevolent aims, why would he tell her immediately after? But then who _had_ erased her memory? And _why?_ Who would take away her memories, her past, her _life?_

She twisted in her seat, observing the room. It was empty and featureless aside from the two of them. There were no windows at eye level to see out of, but the uninterrupted blue sky outside the windows higher up suggested that they were at an elevated altitude. 

“I would like to see where I am,” she said after a moment, her eyes following the path of the spiral staircase up to the balcony she’d just noticed. 

“By all means,” Ozin said, gesturing.

Penny pushed her chair back and rose, noting with surprise some resistance from the servos in her knees. She shook her body out, moving her arms and then her head, discovering other joints that were even stiffer. One finger joint was, in fact, stuck. This would only have happened after being in low-power mode for a very long time. Even longer than her previous estimates. 

She walked slowly up the stairs, her knees slowly loosening up. She wasn’t sure what she hoped to see. It wasn’t as if her memories would be laid neatly out on the ground outside like someone’s laundry.

Cresting the last step, she stepped out to the windows and gasped as she saw a vast array of buildings laid out beneath her. Even in her current distress, she couldn’t help but notice how stunning the view was. And on her left was a huge tower, even taller than the one they were in, its distinct shape was immediately recognizable.

Footsteps sounded on the stairs. She turned and saw Ozpin ascending. The combined presence of the headmaster and the Cross-Continental Transmit System tower led her to a conclusion that she could state with ninety-nine-point-eight percent certainty.

“This is Beacon Academy.”

“Indeed it is,” Ozpin said. “I imagine this must be a time of great panic and confusion for you, and I hoped that being able to see where you were might ease your worry at least a bit. Magnificent, isn’t it?”

Penny gazed out at the landscape, only to realize she hadn’t found what she was looking for. She’d been hoping that seeing where she was might trigger some dormant memory, un-erase at least a little of the blankness of her past so that she might understand anything of what was happening to her. But there was nothing. 

She turned back to the only source of answers in her currently-very-small world. “Why am I here?” 

“Your father sent you to me for your protection. ”

“Oh.” Penny processed the information and then focused very quickly on one part of that statement. Her _father?_ “I have a father?” she asked.

Then, as she spoke the word _father,_ she was suddenly seized with the feeling that there was something she _should_ be remembering here, something that was just below the surface of her memory but frustratingly out of the way. Something she _had_ to remember. But what…? 

And then a second thing struck her. _Protection?_ What did she need protection from? She was ready to face any kind of danger! She had a body that could withstand a direct hit from a Goliath tusk! 

“Why do I need to be protected? I’m strong!” Immediately, she regretted speaking so quickly—Ozpin hadn’t even had time to reply before she’d fired her next question.

“Ah. Precisely.” But he didn’t seem to mind as he came to stand next to Penny, gazing out over the landscape below. “There are powerful individuals that want to use you for their own aims. Because of what you are.” 

Penny frowned and looked down at her hands. On the surface, she looked like any other human. But underneath, the electricity thrumming in her circuits and giving her consciousness told a very different story. She _was_ very physically strong. And damage-resistant. And maybe other people wanted that strength. But _why_ would they want that strength? To protect themselves? Or to hurt others?

“For what?” she said aloud. At Ozpin’s questioning look, she hastened to clarify. “What did they want to use me for?”

Ozpin sighed, and his lips settled into a tight line. Something flashed across his expression that Penny couldn’t parse. “I cannot tell you, Penny. I wish I could, truly. But you and your father agreed that removing the memories of your past would be best for your protection.” 

Gazing at her reflection in the window, Penny saw her eyes widen. “I... I did this to myself?” 

“It was an incredibly hard choice for you both. But in the end, you decided that remembering would only place you in much greater danger. And it was your own decision, one that you voluntarily made.”

“Oh.” All of a sudden, she felt heavier than she ever had. What had happened to her? What was so dangerous, so powerful, to drive her to do something as awful as erasing her own past? 

The feeling of a memory just out of reach returned, as if there was something stuck to the back of her mind that was just a few good shakes of her head away from coming loose. Penny had to resist the urge to actually shake her head. No matter how much it felt that way, Memories didn’t work like that, especially not _hers._

“However, at the very least, I can tell you _why_ they wanted to use you.”

Penny looked up again as Ozpin continued, his indecipherable expression transforming into one of disgust. “The people who want to manipulate you don’t understand that you’re a person with your own agency, and you have a heart and a soul. They sought to control you, take away most of your autonomy.” His eyes went to the horizon, tracking the path of a distant airship across the sky. “Unfortunately, they have the power to do that with ease. That is why your father sent you here. So you would be free.”

“But…” Penny turned away from the window and took two short steps towards the stairs, curling her fingers into nervous fists, suddenly very aware of a tightness in her chest, one that she wasn’t sure came from sensors failing from lack of use, or from her sudden despair. “He couldn’t come with me?”

“Your father wanted nothing more than to come with you. But he was too visible, too easily followed. He had to send you alone. Just like your memories, he was afraid that his presence would only place you in infinitely more danger.”

“Is he safe?”

“Yes. He was never in danger. Only you.”

There was silence between them for a moment, and then she heard a footstep. Ozpin was by her side again, giving her a look that… Pity? No, that wasn’t it at all. Sympathy? Closer… but still no.

“He loves you a great deal,” Ozpin said, stopping her emotional analysis in its tracks. “He could have chosen to keep you with him in secret. But he knew that would have meant a fearful life spent in constant hiding, and he understood that would not be an enjoyable life for you. He gave you up because he wanted what would be best for you.” 

What was best for her? Penny stepped away again, back to the windows. No matter how hard she tried, she could not form an image, even a made-up one, of her father in her mind. It was... disconcerting. And just as she couldn’t fathom his face, she couldn’t fathom the idea of a confined life—being stuck in a hiding place, someplace like this tower, for the rest of her life? For fear of being found out by some entity that only saw her as some tool? 

The sudden conclusion she reached was so jarring, surprised her so much and brought her thoughts to a halt so quickly that she had to triple-check her sensors just to make sure that something hadn’t _actually_ hit her in real life. Her father was right. She didn’t want to hide. 

“I’ve heard many times that the truest sign that you love someone is being able to let go of them.” Ozpin took a sip of his coffee and gazed up at the arched ceiling. When Penny didn’t respond, he continued. “It is a very hard thing to do. And your father did it more gracefully than most people on this planet would, including myself. To keep a promise to him, I wish to ensure your freedom.”

“You... do?”

“I want to give you a choice, Penny. Whatever you wish to do next, I will do my best to help you.” 

“Really?” Even as she asked that, she was already panicking at the thought of having to make a choice when she had _no idea what she wanted._

“You could stay here, at Beacon. You would be welcome.” Ozpin paused, looking closely at her as she nodded eagerly. “If that’s not to your liking, I could help you find a family to live with, one that would accept you as one of their own without a second thought. And... if you think I am lying to you about any of this, then I will not stop you from leaving and trying to seek your own answers.”

Penny considered her response. Did she trust Ozpin? 

And then the memory that had been scrabbling at the edges of her consciousness _finally_ rose into her mind. It was small, but luminous against the empty depths. Lying somewhere deep in her storage banks, barely remembered yet undoubtedly there. It wasn’t even a complete memory—four of five sensory inputs were missing. It was just a sound. But it was a voice, soft and gentle. Speaking to her. Saying her name.

_“Penny. You can trust Professor Ozpin. He will keep you safe.”_

And Penny immediately knew this was her father’s voice, and that he cared. It was another fact about herself that she was just as sure about as fireflies and the rain. She had a father, and from somewhere in the past, he was telling her the truth. 

Finally, her deep-rooted panic began to abate. She had herself, and she had the love of her father. With his words echoing in her mind, Penny knew her answer. 

“I believe you.” 

Ozpin smiled. “I am glad for that. I don’t mean to rush your decision, either. You may have all the time you need to figure this out. No one likes being asked to make a weighty decision about their future in the blink of an eye.”

What did she want to do? It was an incredibly open-ended question, one that could’ve taken days, perhaps _weeks_ to make an informed decision on. Right now, her answer could be as simple as asking for more time.

But… Penny wanted to protect people. 

The speed with which that had occurred to her was startling. This was another piece of her, something from the time before that felt… _integral_ to herself. She couldn’t _not_ protect.

This was Beacon Academy. The finest huntsman’s academy in the world. And she had a chance to make it her home. There was no better place for her to be.

She turned, looked directly up into Ozpin’s eyes, and spoke.

“I want to be a Huntress.”

* * *

**_Present day_ **

With a spectacular shower of sparks, Penny’s fake jetpack housing _finally_ came loose, and immediately she manipulated the robotic arm to pull it off her back. Only for all of her exultation to drain away as the full scope of the damage to her wings became apparent.

This would take most of the night, and Penny may not have needed sleep, but she needed a break. She stood up and disconnected from the arm, making a mental file for the future to be more careful with her flight mode. It was perhaps the most delicate piece of machinery in her body. Well, “delicate” was a relative term, considering that her wings had crashed into a projectile at speeds approaching triple digits and been shot, kicked, set on fire, and then frozen—and were still in one piece.

Her body could withstand a great amount of damage. Perhaps that was why there were people that would stop at nothing to control her.

Eventually, as she usually did when wandering aimlessly around the tower, she found herself on the balcony, gazing out the windows. Far below was the whole sweep of Beacon, its streetlamps dotting the darkness. But her eyes always gravitated upward to the stars shining through the glass.

These were the same stars her father could see. Was it nighttime where he was? And if it was, was he looking at the stars as well? And if he was, was he wondering about her just as she was wondering about him? 

There was one particular constellation in the night sky that Penny always fixated on. A formation of seventeen stars in the night sky, named for Pallas, a legendary warrior of ancient times. Three stars in a short line made up her belt, and below, the two brightest ones marked her feet. A cluster of five above the belt formed the head, and a string of stars trailing northward away from her belt represented a raised sword. This was the constellation that Penny had taken her new last name from.

She had no idea what her previous last name was—all she remembered was a brief moment of panic after waking up at Beacon, the sensation that she had a last name that was _right there,_ she was supposed to _know_ it, it was _missing,_ someone had _stolen_ it—but that feeling faded almost immediately.

And when it came time to actually enroll at Beacon, legal, bureaucratic, technical, and social reasons gave her a reason to choose a last name. And after days of tireless research, she had chosen Pallas. It sounded _right_ somehow. There was something about the double-P of her name that tickled her mind, and it made her wonder. Did her old last name start with ‘P?’ Had her father liked alliteration just like she did? There was no way of verifying it, but she believed it was true.

And the story behind it—the legend of Pallas was a well-known one. A brave warrior from long ago, who had single-handedly defended an entire city from an enormous Grimm invasion for seventeen days, saving it from certain ruin long after other, more famous and successful warriors had given it up for the dead. 

Penny could think of no better choice for her last name. Just like how Pallas never would’ve done anything besides protecting the city, she never would’ve done anything besides becoming a Huntress. She _wanted_ to protect others. It was a belief sunken deep into her circuits and etched into the metal of her frame, woven through the wires under her skin and molded into the currents of her processors; a _part_ of her.

She gazed at Pallas’s twinkling corners, and she hoped that her father didn’t worry about her too much. Soon, he wouldn’t need to. She _would_ learn to protect everyone else and herself. Pallas had protected an entire city. Penny would protect the entire world. 

Someday, she would find her father again. Would he be proud? He would. She had a name. A team. A life. Friends. Freedom.

“Thank you,” she whispered to the stars.

**Notes for the Chapter:**

> Jo (mylordshesacactus) deserves all the credit for the name of Team BXPS, but you would not believe the amount of effort I put into trying to figure out a team name before that. I was almost at my wits’ end, and then Jo was like, “...Team Biceps.” Took me a second to come around to it, but I love it now. As Yang would say, WELCOME TO THE GUN SHOW!  
> I guess I handicapped myself a little by choosing Blake as team leader before I came up with a team name, but I couldn’t really see anyone else being team leader. Definitely couldn't have been Weiss, Yang, or Penny at this point in their character arcs. Penny IS taking Ruby’s place in the story, but I don’t think she’s leadership material yet.  
> Hope you enjoyed this. You can follow me on tumblr at https://bionic-jedi.tumblr.com/ where I'll post updates to this story and also post about Nuts & Dolts and RWBY in general a whole lot!
> 
> Or you can follow me on twitter where I'll do the same! https://twitter.com/bionic_jedi


	6. Dead Parents Society

Hours later, Penny slipped into Team BXPS’s room, carefully closing the door behind her. The hinges were thankfully well-oiled, and only silence greeted her as she checked for an empty bed. She let out a sigh of relief and was about to move towards one of the unoccupied beds when she realized that there shouldn’t have been more than one unoccupied bed. 

The room was dark, but her night vision was working perfectly, and a second scan revealed where the still-awake member of her team was. Yang sat on the windowsill with an elbow propped up on one knee and the other leg hanging down to rest on the floor; her head was turned away from the door, the moonlight outlining her upper body as she gazed up at the night sky outside. She didn’t seem to have noticed Penny, but just as Penny made up her mind to not disturb her, Yang turned her head, surprise filling her expression.

“Oh, hey!” she said quietly. “Finally done with the repair?”

The repair—? Penny was alarmed until she remembered that Yang meant her fake jetpack, not her synthetic body. She shrugged off the newly fixed equipment and leaned it against the wall before turning to Yang.

“Yes. Were you waiting for me? I’m sorry!” she whispered anxiously. It would _not_ do for Yang to have sleep deprivation on the first day of classes because of _her—_

“Oh, no, no—” Yang waved her arm lazily. “I woke up a half-hour ago and I couldn’t get back to sleep. So I’ve been just sitting here, waiting until I’m tired again.” She shrugged. “Who knows if that’ll happen, though? My nerves are a little crazy right now.”

“Oh, good!” Penny’s voice got a little louder than she’d liked at the end, but a quick glance at Weiss and Blake’s sleeping forms assured her that she hadn’t disturbed their sleep cycles. The room was still filled with unpacked luggage and boxes, and the beds were positioned in a blatantly unsustainable arrangement. Some work would still have to be done. She looked back to Yang, sensing a potential mutual interest. “Were you watching the stars?” 

“Mmmhmm.” Yang nodded. “I like to do it sometimes. It’s relaxing.”

“So do I!” Penny thought for a moment before sitting down on the opposite end of the windowsill, steadying herself on the cool marble surface. “They’re pretty.”

Yang gave her a small grin. “If you like them here, you should come visit my home in Patch sometime. You can see _so_ much out there.” She sighed. “I would always see a few shooting stars every night back home, but I haven’t seen any here yet.”

That made sense. Penny had seen shooting stars a few times, but almost never from Beacon’s campus—usually while flying over the forest away from the bright lights of the school that washed out the finer details of the night sky.

“Still, I can see most of the constellations my dad and I would see when we used to go stargazing. We got pretty good at naming them.” She pointed skyward, her hand tracing a slow path across the sky. “The Big Scythe, the Little Scythe, Wojtek, Ursa Major, Pallas—” She broke off, glancing at Penny with a grin. “Hey, that’s you.”

“Well, I am not actually a formation of stars in the sky... but yes, we do share a surname!”

Yang nodded. “Honestly, though... Pallas reminds me of my mom. Strong, brave, probably one of the best huntresses ever…” She trailed off. “Yeah.”

“Your mother is a huntress?” Growing up with a defender of humanity as your parent sounded _incredible._

Yang looked at Penny, and her expression morphed into something unreadable. “Was.”

Only after Yang had spoken did Penny recognize her facial expression. It was the same expression that Ozpin had on his face on that first night when he’d told Penny, _the truest sign that you love someone is being able to let go of them._

“I’m sorry,” she said. “I shouldn’t have asked.”

“No, it’s fine. You didn’t know.” Yang went back to staring skyward. “It’s not a secret or anything. But yeah, it’s just me and my dad.” She paused, and looked askance at Penny when she didn’t respond. “I was a kid, Penny; it was a long time ago. You don’t need to look at me like that.”

Penny tried to set her features into neutrality again, but it was harder than she was expecting. “I’m sorry. I didn’t mean to raise unnecessary pain.”

“You didn’t. It’s actually a _good_ thing that you brought it up, because I’ve been wanting to… Well...” Yang lowered her head and looked Penny directly in the eye. “Penny, I wanted to let you know something. I know it’s really late, _but..._ Do you have a minute?”

“I don’t think it’s possible to physically possess time?” Penny tilted her head in thought. “But I believe you are asking me if I need to go to sleep soon. And the answer to that is, I do not.”

Yang, whose expression had gone strange at Penny’s musing on the possession of time, returned to ninety-percent determination. “You sure?” 

“I can function on very little sleep.” She could function on _no_ sleep, but that was a subject for another time.

“Okay. Cool.” Yang let out a heavy sigh. “Look. You said your parents are dead, and that wound’s obviously still pretty fresh for you. I just wanted to let you know if you ever need to talk, I can be here for you. Because, you know...” She made a vague gesture. “I’ve been there and I won’t make it weird.”

Initially, Penny was confused. What was Yang talking about? Her parents weren’t dead, just missing. She began running back all of her previous interactions with Yang in her mind, trying to discover what might’ve led Yang to believe such a thing. But she hadn’t—Oh. Oh, dear.

She’d just remembered the hasty excuse she’d made on the first day of initiation to deflect suspicion about her parents. She thought that normal etiquette around dead parents prevented most people from bringing it up again! Except… sometimes shared trauma could lead to stronger bonds. This was a… situation. Because Penny’s “trauma” was made up, and Yang’s _wasn’t,_ and Yang might be about to reveal things that were _very_ private, things that Penny had _no right to know_ because she wasn’t telling the truth.

“Yang?” she said. “I… my parents may not be dead in the same way that yours are.”

Yang raised an eyebrow. “Oh, yeah?” 

No, that wasn’t how she’d meant to say it. Why was this so _hard?_ “I... My experience may be very different from yours,” she tried.

“Oh, don’t worry about that.” Yang waved off Penny’s concern immediately. “I wasn’t expecting you to be in the same situation as me. I should know better than anyone else that there’s more than one way to lose someone.”

Yang’s choice of words stopped Penny short. _There’s more than one way to lose someone._ Well, she _had_ lost someone, technically, and it was _definitely_ in a different way than everyone else. Maybe… Yang was someone she could talk to, then? About how it felt? About how awful it was to have known there was someone who loved you who was just… gone? 

“Thank you,” she said finally, thinking furiously of a way to make her situation sound natural. “Still, my situation might sound… peculiar to you.”

“That’s fine.” Yang gave her what Penny hoped was an encouraging smile. “Trust me, I won’t judge.”

Penny took a deep breath, quelling the rising temperature in her core. “I never had a mother,” she said finally. “And... I have no memories of my father. But I still miss him,” she said, the familiar longing for her own father setting in as she drew her knees up to her chest and hugged them tightly. She didn’t like the way the words came out of her mouth. They sounded too vague. Surely Yang would ask for more details—

“Penny. That’s not weird at all. In fact, I can relate to that a whole lot.” Yang looked out at the courtyard, a frown settling onto her face. “I never knew my _other_ mom. She’s not _dead_ but she _left_ and it hurts. It hurts even though I never knew her. I get it.”

Penny took careful note of the subject along with a reminder to treat it carefully around Yang. Suddenly, her words sounded much more forced. She decided to bring things back to her father.

“To be accurate, I do not know if my father is dead, exactly. I just don’t know if I’ll ever see him again.” 

“Oh.” Yang nodded, her voice turning sympathetic again. “I know that feeling, too, Penny. The same exact thing happened to me.”

“Really? With… the second mother?”

“I guess. But also with my actual mom, the Huntress. The one who stayed.” A small smile flitted across Yang’s face. “Her name was Summer Rose, and she was the best mom anyone could ever ask for. She would come back from a full day of destroying Grimm, and then she’d tell me the best bedtime stories ever; all about killing Nevermores and Goliaths… Honestly though, she probably could’ve made fighting a mosquito sound exciting.” Yang sighed. “But one day, she left for a mission and never came back. There was no body. No way to know where she went. No way to tell how she’d died, or even _if_ she’d died. She was just… missing in action.”

 _Missing._ That was a good way to describe Penny’s past. Except, technically, _she_ was the missing one. Did her father know where she’d gone? If the people who wanted to control her ever stopped wanting that, would he have a way of finding her? If she _died,_ would he have any way of knowing? 

She blinked, shaking off her thoughts. Yang was probably expecting a reply by now. “I’m sorry,” she said again. Why did the word _sorry_ feel so powerless sometimes? Was there no other word in the human language that could do a better job than _sorry?_ “That must have been awful.”

“Eh.” Yang shrugged. “Losing Summer actually hurt _way less_ than losing the mom I _didn’t_ know. I think it’s because I know why Summer died. She was a Huntress. She died doing her job. She knew the risks, she knew she might die, and she did it anyway. But I don’t know why my other mom left. And I might never know. And that’s—that’s... Yeah.” 

Yang fell silent. And then she said, so quietly that Penny briefly wondered if it wasn’t directed at her, “Maybe Summer didn’t hurt because I was used to it by then.” 

“Because of your other mother?”

Yang stiffened. Her eyes darted to Penny, away again, and back. Penny couldn’t help but notice the sudden increase in her heart rate, which had been fairly steady until now. Finally, she nodded her head in a jerky motion. “Yeah.” 

The reply puzzled Penny, because it was completely unlike how Yang had previously acted when bringing up the second mother. Of course, she wasn’t going to _ask,_ but it seemed as if there was something else that Yang wasn’t telling her. And that was fine! Yang was allowed to not tell her things, because it would be extremely hypocritical of Penny to expect otherwise!

“I guess that wouldn’t convince a rock, would it?”

“What?” Penny looked up guiltily. Had it been _that_ obvious that she was thinking about it? But Yang wasn’t even looking at her.

“I... had a little sister.” Yang lifted her scarf from where it’d been resting on her neck, rolling the red cloth between her fingers. “Her name was Ruby. Ruby Rose.”

“I’m sorry.” Penny was having to say that word _again._ If this kept up, she was going to _invent_ a new word that did a better job than sorry. Something that took _‘I understand that this creates a massive amount of varied emotions in you and I want to help you feel better about these emotions but I’m not sure how without seeming obtrusive or like I’m making this about me somehow’_ and condensed it down to one word that was _only_ used for that type of situation. ‘Sorry’ was used too often. 

“That’s a beautiful name,” she said finally.

Yang nodded. “I don’t have many memories of her. Just holding her in my arms a few times when she was a baby. But even though I was three years old, I was so excited to be an older sister. And then...” Yang paused, closing her eyes. “There was a Grimm attack on our house. It was the middle of the night. I don’t really remember it, but they got through the wall in the room where Ruby was asleep in her crib, and… There was nothing left of her. Just… just some blood, and that was it. She was just _gone.”_

A silence stretched out between them, in which a breeze came through the window and ruffled Penny’s hair while she wrestled with the decision to say “I’m sorry” yet again, but Yang ended the dilemma.

“Summer blamed herself for it,” she continued. “Ruby had been sick, and she’d been staying up too late taking care of her, and she got too exhausted, too stressed out, too worried, and…” She shook her head. “She was different after Ruby died. She tried so hard not to let me see any of her sadness, but I could tell. Maybe that’s why she started going on more solo missions… and then...” She let the scarf drop back to her collarbone.

Neither of them said anything for a long time, long enough that the sky in the east started to lighten before Yang let out a long breath. 

“I don’t talk about it this much normally, I promise. I’m just thinking about them a lot tonight.” She shook her head again. “I’m following in Summer’s footsteps now. She knew what she was getting into. I hope I do, too. Would Ruby have followed in her footsteps, too? If I can’t answer that question, at least I can make sure that some other family out there _can_ answer it for their own daughter who won’t get eaten by Grimm.” She stopped long enough for Penny to start to wonder if she was expected to say something. 

“Point is,” Yang said at last, placing a hand on Penny’s shoulder, “I’m probably the expert in family trauma on this team. So if you ever want to talk about your parent stuff some more… I’ll be more than happy to listen.”

“Thank you, Yang.” Penny smiled. “I will probably take you up on that offer at some point. Also, have you received therapy for this?”

Yang blinked once, twice, three times, and then said, “No.”

“Okay.” Penny jumped off the windowsill and leaned forward, pulling Yang into a crushing—but not literally crushing, because that would be bad—hug. “I know that a hug is not an acceptable substitution for therapy, but I would like to give you one anyway.”

Penny felt Yang’s chest shake slightly with a chuckle as she returned the hug. “Thanks, Penny. I appreciate it… Sorry for dumping all that on you.” 

“It’s no problem at all!” She pulled back, but before she could add that she was quite happy that Yang trusted her enough to tell her these things, Yang’s eyes drifted over Penny’s shoulder. 

“Oh, hey. The sun’s coming up. I’m going to try and get a little more sleep before class.”

“Okay.” Penny stepped back. “I will—”

Unfortunately, when she stepped back, her heel connected squarely with her fake jetpack, which she’d forgotten was leaning against the wall. It went rolling away and bounced off Blake’s bedpost with a resounding _clang._

Blake shot upright in bed at the sound, her eyes scanning the room, but she quickly relaxed upon seeing Penny hastily picking up her fake jetpack.

“Sorry! Sorry!” Penny whispered to Blake, gently setting it on the floor.

“What time is it?” Weiss mumbled, raising her head from her pillow, her face half-obscured by a curtain of loose hair. When no one answered, she reached for her scroll, and upon seeing the screen, groaned and sank back into her bed.

“Sorry, guys!” Yang said, waving sheepishly. “We didn’t mean to wake you up.”

“No, it’s fine… I was already awake.” Blake reached up and tugged at her bow, and Penny’s eyes widened as she remembered she’d been amiss. 

“I’m sorry, Blake! I forgot that Faunus with extra sets of ears have super-sensitive hearing abilities. I’ll make sure to be quieter when you’re trying to sleep in the future!” 

There was a pause. That should’ve been her cue that something was wrong.

And then Blake and Weiss said, at the same exact time and volume, _“What?!”_

**Notes for the Chapter:**

> Good news! This story won't be without Ruby for much longer. She's going to return for good in Chapter 8! That chapter, which I'm about 10 percent done writing, has been so much fun for me to write. I can't wait for you guys to read it.
> 
> Also, the first episode of Volume 8 is out and I’ve seen it. And yes, I’ve been screaming in terror about it all week long. What’s kind of exciting though is that I actually called something that’s happening in V8 with something I’ve had planned for Volume 7 of War Machines since way earlier in this year. Which is good! Because it means this fic is tracking with the show! Excited for what’s ahead both here and in canon. 
> 
> You can follow me on tumblr at https://bionic-jedi.tumblr.com/ where I'll post updates to this story and also post about Nuts & Dolts and RWBY in general a whole lot! (Warning: my blog will have spoilers for the volume)
> 
> Or you can follow me on twitter where I'll do the same! https://twitter.com/bionic_jedi


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